CORPORATE Governance Report continued
The table on page 49 reflects the new appointments to the Board made during the year. NJ Dlamini was appointed as a non-executive director on 1 July 2005 while P Dyani was appointed as a non-executive director on 14 February 2006. S Zilwa was appointed as an independent non-executive director on 1 September 2006.
The directors mourn the passing of Muzi Buthelezi in December 2005. He had been a director of Aspen since February 2002 following the completion of the BBBEE deal with CEPPWAWU Investments (Pty) Ltd and had been instrumental in negotiating the BBBEE deal with Imithi Investments (Pty) Ltd in 2005. The Board is grateful for Muzi’s valuable contribution.
The directors who retire by rotation and being eligible offer themselves for re-election at the upcoming annual general meeting are MR Bagus, JF Buchanan, P Dyani, CN Mortimer and S Zilwa.
The Board is governed by a formal Board Charter setting out its duties and responsibilities. These include evaluating performance, determining key performance criteria, evaluating legal and regulatory compliance, assessing risk and reviewing the strategic direction of the Group. The Charter is reviewed annually in accordance with global best practice in terms of the Global Reporting Initiative and if necessary, is amended to ensure compliance with developments in corporate governance.
In line with King II recommendations and the Board Charter, the roles and offices of the Group Chief Executive and non-executive Chairman are strictly separated. The clear division of responsibilities is echoed across the Board to ensure an appropriate balance of powers where no one director can dominate the Board’s decisionmaking. Non-executive directors contribute a wide range of skills and experience and provide objectivity and independence in Board deliberations and internal decision-making processes.
While non-executive directors are not involved in the day-to-day operations of the Company, they have unfettered access to management at any time subject to advising the Group Chief Executive or Deputy Group Chief Executive of such contact. All directors have unrestricted access to the advice and services of the Company Secretary and to company records, information, documents and property.
The Company Secretary is responsible for ensuring compliance with statutory and regulatory requirements as well as advising on directors’ fiduciary duties, matters of ethics and corporate governance. The Company Secretary is also responsible for preparing a comprehensive agenda and Board pack in advance of Board and Committee meetings.
In addition all directors are entitled, at the Company’s expense, to seek independent professional advice on any matters pertaining to the Group where they deem this to be necessary.
New appointments The Company Secretary is responsible for implementing Aspen’s formal induction programme for new Board appointees. The programme was evaluated and expanded during the year and now includes a formal
Aspen Annual Report 2006