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We are committed to high standards of corporate governance throughout the Group and we support the principles as set out in the King II Report
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Corporate governanceINTRODUCTIONThe Board of Directors believes that corporate governance is about how we exercise best business practice throughout the organisation. It is the means by which we enhance our organisational performance and deliver value to shareholders and stakeholders alike. The systems put in place serve to enhance transparency and accountability by providing checks and balances throughout the organisational structure. We are committed to high standards of corporate governance throughout the Group. We support the principles as set out in the King II Report and except where otherwise stated, DRDGOLD's practices and policies remained in compliance with these principles for the entire year under review. The Company is registered with the Securities and Exchange Commission (SEC) in the United States of America and its ordinary shares are quoted on the NASDAQ SmallCap Market in the form of an American Depository Shares (ADS) Programme, administered by the Bank of New York. Accordingly, DRDGOLD is bound by the Sarbanes-Oxley Act of 2002 and is instituting the policies and procedures for implementing the requirements of that Act. The Company's shares are also quoted on the London Stock Exchange and as such the Company must comply with the Combined Code as provided by the Listing Rules of the United Kingdom Listing Authority. Furthermore, the Company's shares are quoted on the JSE Securities Exchange South Africa, which is its primary listing, the Port Moresby Stock Exchange and the Australian Stock Exchange and the Company must comply with the Listing Rules of these Exchanges. Further re-inforcing its resolve to continue pursuing a policy of global best practice in business management and corporate governance, the Group achieved the following milestones during the year under review:
THE BOARD OF DIRECTORSThe Board of Directors currently comprises two Executive Directors and five Non-Executive Directors. The Chief Executive Officer has an alternate director. All the Non-Executive Directors are independent, with the exception of Dr Paseka Ncholo. The Directors are identified on page 4 of this report. In accordance with the King II Report on corporate governance, as encompassed in the JSE Listing Rules, and in accordance with the Combined Code, the responsibilities of Chairman and Chief Executive Officer were separated on 19 December 2003. Mr Wellesley-Wood is now Executive Chairman and Mr Murray was appointed as CEO. A Senior Independent Non-Executive Director, Mr Campbell, was appointed during the year under review. In future, the evaluation of the Chairman's performance will be considered by the Non-Executive Directors led by the Senior Independent Non-Executive. An additional Non-Executive Director, Professor Blackmur, was appointed on 21 October 2003. Subsequent to year-end Mr van der Mescht, Divisional Director: South African Operations and an alternate member of the board, resigned on 5 August 2004. The Group has not yet established a nominations committee and it is current policy that details of a prospective candidate are distributed to all Directors for formal consideration at a meeting of the Board. A prospective candidate would be invited to attend a meeting and be interviewed before any decision is taken. All of the Directors bring to the Board a wide range of expertise as well as significant financial, commercial and technical experience and, in the case of the Non-Executive Directors, independent perspectives and judgement. The Board is responsible for setting the direction of the Group through the establishment of strategic objectives and key policies. It monitors the implementation of strategies and policies through a structured approach to reporting on the basis of agreed performance criteria and defined, written delegations to management for the detailed planning and implementation of such objectives and policies. The Board retains full and effective control over the Group, meeting on a quarterly basis with additional ad hoc meetings being arranged when necessary, to review strategy and planning and operational and financial performance. The Board further authorises acquisitions and disposals, major capital expenditure, stakeholder communication and other material matters reserved for its consideration and decision in terms of its terms of reference. The Board also approves the annual budgets for the various operational units. The Board is responsible for monitoring the activities of executive management within the Group and ensuring that decisions on material matters are considered by the Board. The Board approves all the terms of reference for the various sub-committees of the Board, including special committees tasked to deal with specific issues. While the Executive Directors are involved with the day-to-day management of the Group, the Non-Executive Directors are not, nor are they full-time salaried employees. The Directors have a responsibility to become acquainted with all of their duties, as well as with the issues pertaining to the operations and business of the Group. The Board operates in a field which is technically complex and the Directors are continuously exposed to information which enables them to fulfil their duties. To assist new Directors, an induction programme has been established by the Group, which includes background materials, meetings with senior management, presentations by the Group's advisors and site visits. The Directors are assessed annually, both individually and as a Board, as part of an evaluation process, which is driven by an independent consultant. In addition, the Remuneration Committee formally evaluates the Executive Directors and the Alternate Directors on an annual basis, based on objective criteria. All Directors, in accordance with the Company's Articles of Association, are subject to retirement by rotation and re-election by shareholders. In addition, all Directors are subject to re-election by shareholders at the first Annual General Meeting following their appointment. The appointment of new directors is approved by the Board as a whole. The names of the Directors submitted for re-election are accompanied by sufficient biographical details in the notice of the forthcoming Annual General Meeting to enable shareholders to make an informed decision in respect of their re-election. All Directors have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring compliance with procedures and regulations of a statutory nature. Directors are entitled to seek independent professional advice concerning the affairs of the Group at the Group's expense, should they believe that course of action would be in the best interests of the Group. The independence of the Non-Executive Directors (except for Dr Paseka Ncholo) complies with the relevant definitions and requirements of the various listing authorities mentioned above. The majority of the Non-Executive Directors have options in terms of the Group's Share Option Scheme, but the Company does not believe that this interferes with their independence. Particulars regarding Directors' remuneration and Share Options, as well as their interest in the issued ordinary share capital of the Company, are set out in full on pages 52 to 54 of this report. DRD (Isle of Man) has established a Board of Directors. This Board comprises three Non-Executive Directors, Mr Gisborne, Mr Matthews and Mr Campbell. Mr Wellesley-Wood is the Executive Chairman, with Mr Murray as his alternate. Subsequent to year-end, DRD Isle of Man has established a branch office in Singapore, to facilitate further expansion in the Asia Pacific region. BOARD MEETINGS AND RESOLUTIONSBoard meetings are held quarterly in South Africa or internationally. The structure and timing of the Company's board meetings, which are scheduled over two or three days, allows adequate time for the Non-Executive Directors to interact without the presence of the Executive Directors. An agenda and supporting papers are distributed to all directors prior to each board meeting. Appropriate explanations and motivations are provided for items of business requiring resolution at the meeting. This ensures that relevant facts and circumstances are brought to the attention of Directors. In terms of good governance, the Directors can conduct unrestricted inspections of all Company property, information and records. In addition to the quarterly board meetings, there is provision in the Company's Articles of Association for decisions to be taken between meetings by way of Directors' written resolutions. These resolutions are circulated to the Directors in a round robin fashion, supported by full motivations and explanations, and the directors are afforded five days to apply their minds to the matter at hand before they approve the resolution. Details of attendance by Directors at the five Board meetings held during the 2004 financial year are set out below:
BOARD COMMITTEESThe Board has established a number of standing committees to enable it to properly discharge its duties and responsibilities and to effectively fulfil its decision-making process. Each committee acts within written terms of reference which have been approved by the Board and under which specific functions of the Board are delegated. Each committee has defined purposes, membership requirements, duties and reporting procedures. Minutes of the meetings of these committees are circulated to the members of the committees and made available to the Board. Remuneration for Non-Executive Directors for their services on the committees concerned is determined by the Board. Currently in the case of each committee this comprises: Chairman US$4 000 per annum; members US$2 000 per annum. The committees are subject to regular evaluation by the Board with respect to performance and effectiveness. The following information reflects the composition and activities of these committees: Executive CommitteeThe Executive Committee reviews current operations in detail, develops strategy and policy proposals for consideration by the Board and implements its directives. The Committee meets on a weekly basis and when members are not able to attend personally, telephonic facilities are made available to include them in relevant proceedings and to permit participation in decisions and conclusions reached. The Committee comprises: WT Beer; G Dempsey; J Engels; M Marriott; D van der Mescht (resigned 5 August 2004); IL Murray; ID Graulich; R Johnson; WG Koonin; A Lubbe; DJ Pretorius; AI Townsend; MM Wellesley-Wood. The Committee is chaired by Mr Murray or Mr Wellesley-Wood in his absence. Audit CommitteeRP Hume (Chairman); DC Baker; GC CampbellThe Audit Committee comprises solely Non-Executive Directors, all of whom are independent. The primary responsibilities of the Audit Committee, as set out in the Audit Committee Charter, are to assist the Board in carrying out its duties relating to selection and application of accounting policies, internal financial controls, financial reporting practices, identification of exposure to significant financial risks and the preparation of accurate financial reporting and financial statements in compliance with all applicable legal requirements and accounting standards. The Audit Committee meets quarterly with the external auditors, the Company's Internal Audit Practitioner, the Chief Financial Officer and the Divisional Director: Group Finance. The Committee reviews the audit plans of the internal auditors to ascertain the extent to which the scope of the audit can be relied upon to detect weaknesses in the internal controls and reviews the annual and interim financial statements prior to approval by the Board. The Committee makes recommendations to the Board in relation to the appointment, re-appointment and removal of the external auditors as well as the remuneration and terms of engagement of the external auditors. The Committee pre-approves all services provided by the external auditors and has implemented a policy regarding the provision of non-audit services by external auditors, and pre-approval thereof. The Company's external audit function is currently being undertaken by KPMG Inc. The Company's internal audit function has been outsourced to Pro Optima Audit Services (Pty) Ltd. The appointment of the internal auditors is considered by the Committee, and the final appointment is then confirmed by the Board. Internal audits are performed at all of the Group's operating units and are aimed at reviewing, evaluating and improving the effectiveness of risk management, internal control and governance processes. Material deficiencies, instances of non-compliance, high-risk exposure and development needs are brought to the attention of operational management for resolution. All internal audit reports are then submitted to the Committee for approval. The Committee members have access to all records of the internal audit team. The internal audit function is currently undergoing an independent evaluation by an external third party company, to ensure best practice and to provide strategic input on this key function. The Group's internal and external auditors have unrestricted access to the Chairman of the Audit Committee and, where necessary, to the Chairman of the Board and Chief Executive Officer. All important findings arising from audit procedures are brought to the attention of the Committee and, if necessary, to the Board. The Board has obtained assurance from management and the internal auditors that there have been no significant breakdowns in the internal control systems during the year under review. The Group's disclosure control procedures necessary to ensure compliance with the United States of America Sarbanes-Oxley Act of 2002 are being implemented. A dedicated sub-committee, which reports to the Audit Committee and then to the Board, has been established for this purpose. In terms of the new NASDAQ Corporate Governance standards, which were approved by the SEC in November 2003, the Company must disclose in the Form 20-F whether any member of its Audit Committee is a financial expert as defined and, if not, the reasons why not. It must be noted that no member of the audit committee currently has US GAAP experience and as such the Group is not compliant with this requirement. We have retained the services of Ernst & Young to assist management on all matters relating to US GAAP for which we require additional expertise. ANNUAL FINANCIAL STATEMENTSThe Directors are required by the South African Company's Act, 1973, to maintain adequate accounting records and are responsible for the preparation of the annual financial statements which fairly represent the state of affairs of the Group at the end of the financial year, and the results of operations and cash flows for the year, in conformity with South African Statements of Generally Accepted Accounting Practice (SA GAAP). The Directors are of the opinion that these financial statements, contained on pages 51 to 104 of this report, fairly present the consolidated financial position of the Group as at 30 June 2004, and the consolidated results of operations and the cash flow information of the Group for the year then ended. The Directors have reviewed the Group's business plan and cash flow forecast for the year to 30 June 2005. On the basis of this review, and in light of the current financial position and existing borrowing facilities, the Directors are satisfied that the Group is a going concern and has adequate resources available to ensure its continued operational existence. To comply with requirements for reporting by non-US companies registered with the SEC, the Group has prepared a set of financial statements (Form 20-F) in accordance with US Generally Accepted Accounting Principles (US GAAP). This report will be available from the Bank of New York on the worldwide web at www.sec.gov. to holders of the Company's securities listed in the form of American Depository Shares on the NASDAQ SmallCap Market. A condensed consolidated income statement, balance sheet, cash flow statement and brief footnotes based on US GAAP are included on pages 105 to 111 in this report. A condensed reconciliation between SA GAAP and US GAAP is supplied as supplementary information on page 110. Remuneration committeeGC Campbell (Chairman); DJM BlackmurThe Remuneration Committee, which comprises exclusively Independent Non-Executive Directors, is primarily responsible for approving the remuneration policies of the Group and the terms and conditions of employment of Executive Directors and officers. Items considered by the Committee include salaries, performance-based incentives and the eligibility and performance measures of the Durban Roodepoort Deep (1996) Share Option Scheme applicable to Directors and senior management. The Committee's objective is to evaluate and recommend to the Board competitive packages which will attract and retain executives of the highest calibre and encourage and reward superior performance. The Committee also aims to ensure that criteria are in place to measure individual performance. The Committee approves the performance-based bonuses of the Executive Directors based on such criteria. The Company's Divisional Director: Human Resources provides the Committee with access to comparative industry surveys, which assist in formulating remuneration policies. As and when required the Committee may also engage the services of independent consultants to evaluate and review remuneration policies and related issues. The Committee has in the past year engaged the services of such consultants to review the employment contracts of the Executive Directors. The Committee meets quarterly, but may meet more often on an ad hoc basis if required. The Committee may from time to time call for independent consultants to brief members on pertinent issues. During 2002 the Company engaged the services of Deloitte and Touche Human Capital to assist in the drafting of a remuneration policy. This policy is to be approved by the Board and will be available on the Company's website. The policy can be described as being based on a reward system comprising four principal elements:
These four elements interact in a matrix, which aims to reward all employees for their efforts and provides a transparent framework which is reviewed and approved by the Remuneration Committee. REMUNERATION REPORTExecutive Directors' remunerationThe remuneration of the Executive Directors comprises a basic salary, a semi-annual performance bonus, participation in the share option or share scheme and other optional benefits. The total Executive Directors' remuneration for the year-ended 30 June 2004 was R8.7 million (for the year-ended 30 June 2003 it was R16.4 million). Full details are provided in a table on page 53 of this report.
Non-Executive Directors' remunerationThe fees paid to Non-Executive Directors are determined by the Board as a whole and are reviewed as and when necessary. The current fees payable, effective 1 February 2004, are as follows:
Details of Non-Executive Directors' remuneration can be found on page 53. Non-Executive Directors have also been granted share options over the Group's ordinary shares, details of which are shown on page 53. Directors' service contractsService contracts have been concluded with the Executive as well as the Non-Executive Directors. Details of the service contracts are set out in the table on page 52. Risk CommitteeDJM Blackmur (Chairman); DC Baker; MM Wellesley-WoodThe Risk Committee was established during January 2004 and comprises two Non-Executive Directors and one Executive Director, with a Non-Executive Chairman. Its overall objective is to assist the main Board in the discharge of its duties relating to risk management and control responsibilities, assurance issues, health, safety and environmental compliance, and the monitoring and reporting of all these matters. The quality, integrity and reliability of the Group's risk management are delegated to the Risk Committee by the Board of Directors. The Risk Committee facilitates communication between the main Board, the Audit Committee, internal auditors and other parties engaged in risk management activities. The Risk Committee ensures that:
The Risk Committee meets quarterly and reports back to the Board. Additional ad hoc meetings may be arranged as and when required. Certain members of executive management are invited to attend Risk Committee meetings on a regular basis, such as the Chief Executive Officer, the Divisional Director: Group Finance, the Group Risk Manager, the Group Financial Manager, the Operational Managers, the Group Legal Counsel, the manager responsible for safety, health and environment and the Chief Administration Officer. The Company has embarked on a risk management initiative in the Group, directed by the Risk Committee through which the Board has discharged its responsibility for risk management. The initiative is co-ordinated by a dedicated Group Risk Manager. Following the release of the King II Report, containing minimum practices to be adopted, DRDGOLD has formulated a Risk Corporate Governance structure, which has been approved by the Board. The system to manage risk involves all significant business and operational risks which could undermine the achievement of business objectives and undermine the preservation of shareholder values. The significant risks facing the Group, including those at an operational level, have been identified. Persons have been appointed to each risk and the product of their work to improve controls is reviewed by senior management through regular risk meetings. The aim of the internal control systems is for management to provide reasonable assurance that the objectives will be met. The Group has identified certain major risk areas, which form the basis of the risk reviews. These areas are listed below:
In addition to the above initiatives, the Group also employs third party consultants to benchmark DRDGOLD's operations against other mining operations throughout South Africa and more than 300 different mining companies worldwide. An important aspect of risk management is the transfer of risk to third parties to protect the Company from any major disaster. Therefore, DRDGOLD's major assets and potential business interruption and liability claims are covered by the group insurance policy that encompass all operations on a world-wide scale. The majority of the cover is through insurance companies operating in the London and European insurance and reinsurance market and the insurance programmes are renewed on an annual basis. The cost of insurance for the Group has been reduced by more than 30% year-on-year which is to a large extent attributable to the various risk initiatives undertaken in the Group based on the recommendations from the annual risk survey conducted on the operations.
Corporate Social Responsibility CommitteeIn recognition of its responsibilities towards the local communities, the Company is in the process of establishing a Corporate Social Responsibility Committee. This Committee will be chaired by a Non-Executive Director. More information on corporate social responsibility can be obtained on pages 19 to 20 of this report. CODE OF ETHICSThe following highlights aspects of the Group's Code of Ethics, a complete copy of which will be made available on request or can be accessed on the Company's website at www.drdgold.com. Any contravention of this Code is regarded as a serious matter.
STAKEHOLDER COMMUNICATIONDRDGOLD gives substance to its commitment to transparency through implementation of an integrated and sustained programme of communication directed at its various stakeholders. This programme takes full cognisance of all of the obligations placed on the Group by its various listings and the regulatory environments in which it operates, and is limited only by any restrictions imposed by these. The Group's communication activities with its shareholders is premised on a clear understanding of shareholders' desire to maximise returns on their investment in the Group and that, in order to be able to do this, they and/or their investment advisors require equitable, timeous access to operating, financial and other information. Information defined or deemed to be influential on DRDGOLD's share price is released to international markets in the first instance via the news dissemination mechanisms of the various stock exchanges on which it is listed, and as soon as possible thereafter to all addressees on the Group's extensive electronic database. These addressees include shareholders, fund managers, analysts and media representatives internationally. All information is also available on the website. Information relating to the Group's operating and financial performance is released proactively to the market at least quarterly in the same way, and sometimes more frequently, as determined by circumstance. Quarterly reporting of the Group results is augmented at half-year and year-end by face-to-face briefings by Group executives in at least two of the markets in which it is listed, and by teleconferences and webcasts. At the end of every other quarter, results commentary is accessible via teleconferences and webcasts. Between quarters, DRDGOLD's Chairman, Chief Executive Officer and General Manager: Investor Relations travel extensively in the United States, Europe and Australasia, addressing investor and other relevant conferences, and meeting with investors and potential investors in one-on-one and group meetings. From time to time, other senior representatives of the Group are included in these activities. A primary channel for communication to shareholders and the investing community at large is DRDGOLD's award-winning website. This contains current information on the Group and its operations, as well as all announcements and publications, such as the annual report and two-monthly investor bulletins. Interactivity is a primary feature that adds currency to the website and compliments the substantial archive. All investor teleconferences are recorded and are available, together with webcasts, on the website for a period of time. Employees and their elected representatives constitute another important stakeholder constituency for the Group. While a climate of mature industrial relations ensures that considerable, effective communication is achieved through the collective bargaining process, the Group is careful to maintain its prerogative, indeed its obligation to communicate directly, regularly and effectively with its employees. A company-wide workplace briefing system with feedback mechanisms, quarterly results briefings, the website, and employee publications are among the primary media used. Effective, two-way communication with the communities within which it operates is an area of growing importance to the Group. While much of this communication, increasingly, is required by regulation and statute - and takes the form of formal consultation with interested and affected parties - operational managements have come to recognise the value of community understanding, patronage and support for their actions, and of the role effective communication plays in securing these. Home > Corporate
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