THE BOARD

The board comprises three executive directors and six non-executive directors of whom two are independent. The non-executive directors are free to make their own decisions and judgements. They enjoy no benefits from the company for their services as directors other than their fees, potential capital gains and dividends on their interests in ordinary shares and options. The non-executive directors are high-calibre professionals and sufficient in number for their views to carry significant weight in the board’s deliberations and decisions. The guidelines contained in the JSE Listings Requirements were used to test the category most applicable to each director.

THE INDEPENDENT BOARD

The independent board (“IB”) is positioned by the board to preside over corporate activities for good governance and, where necessary, to preside when any possible conflict of interest may exist and regulations call for an independent governing body. It comprises independent non-executive directors who are not shareholders and who are not affiliated with the executives of the firm. They are directors who have no business dealings with the company.

The IB is expected to provide vigilant oversight to mitigate risk and to promote shareholder value. The IB also oversees board responsibilities in areas such as mergers and acquisitions when independence is required.

Members:

Dr Humphrey Mathe (Chairman)
Reginald Demana (CEO)
Izak van der Walt (CFO)
Thivha Tshithavhane (CEO Mining)
Andile Mabizela
Cecil Maswanganyi
Eric Mzimela
Kabela Maroga
Nomavuso Mnxasana
Robinson Ramaite
Zukie Siyotula

Responsibilities:

Steering Wescoal and setting its strategic direction
Approving policy and planning that gives effect to the direction provided
Overseeing and monitoring implementation and execution by management
Ensuring accountability for the company’s performance by means of reporting and disclosures
Consideration of employee-related matters and key appointments
Ensuring succession planning
Providing oversight on material matters

Remuneration and nomination committee

Audit, risk and compliance committee Remuneration and nomination committee Social and ethics committee Project and investment committee
Focus areas Focus areas Focus areas Focus areas
Reporting (financial and integrated).
Audit matters (internal and external).
Risk management, information and technology governance.
Information and cyber-security.
Remuneration strategy and policy
Succession planning
Human capital management
Board evaluations
Nomination matters
Good corporate citizenship
Ethical leadership and conduct
Social and economic development
Stakeholder relationships
Reputational management
Investment activities, oversight and decision-making
Monitoring investment mandates

Please see below the Board Committees Governance