Page 23 - Niveus - Integrated report 2013

Board and subcommittee information
Charter or
mandate
Roles and responsibilities
Composition
Board
Yes
strategic direction and performance
risk exposure, governance and tolerance levels
business sustainability
ethical leadership and corporate citizenship
compliance and adherence to rules, codes
of standards and best practice
dispute resolution
two executive directors
one non-independent non-executive
director
four independent non-executive
directors
Audit and risk
Yes
internal financial controls and accounting
systems
oversight of integrated reporting process
oversight of risk management, exposure and
internal controls
monitoring of accounting and information
systems
oversight of internal audit and external audit,
and IT systems
protection of assets and public reporting
compliance with relevant laws, rules, codes
of conduct and standards
recommending external auditor to shareholders
three independent non-executive
directors
Remuneration
Yes
(
included in
board charter)
making recommendations to the board on non-
executive directors’ fees
providing a channel of communication between
the board and management on remuneration
matters
reviewing the group’s remuneration policies
and practices, and proposals to change these,
and to make recommendations in this regard
to the board
determining and approving any share option
grants to senior employees of the group made
pursuant to the company’s executive share
scheme
reviewing and approving any disclosures in the
annual report or elsewhere on remuneration
policies or directors’ remuneration
two independent non-executive
directors
one non-executive director
Social and
ethics
Yes
monitor company compliance with relevant
social, ethical and legal requirements and
best practice codes
advise/recommend relevant matters to
the board
report to shareholders on social and ethics
matters
social and economic development
oversight of environment, health and public
safety
oversight of consumer, labour and employment
relationships
one executive director
one non-executive director
one independent non-executive
director
CORPORATE GOVERNANCE
Niveus Investments Limited integrated Report 2013
19