King Code of Corporate Practice and
The board of Avmin is committed to maintaining the standards of integrity, accountability and openness advocating in the King Report on Corporate Governance, The directors endorse and, for the period under review, have applied the Code of Corporate Practice and Conduct set out in the King Report. The board considers that Ken Maxwell' combined role as chairman of the Company and its audit committe is in Avmin' best interest.
Board of directors
During the year ended 30 June 2001, the board met on seven occasions. Avmin’s directorate presently consists of a non-executive chairman, seven non-executive directors and three executive directors. The expertise and diverse skills of the directors are detailed on page 4. The chairman co-ordinates a range of activities ensuring that a strict policy is adhered to with regard to decisions reserved for the directors and promoting the overall effectiveness of corporate governance. Rick Menell, the deputy chairman and chief executive officer, is responsible for the attainment of the strategic objectives as set by the board. In terms of the Company’s articles of association, the maximum term of office for directors is three years and one-third of the directors retire by rotation annually and, if eligible for re-election, their names are submitted for election at the annual general meeting. The board has established a number of committees on which the non-executive directors play an active role, particularly in the capacity of chairman of the committee concerned. Ken Maxwell and Brian Menell have consulting contracts with the Company. None of the members of the board have service contracts with the Company. All members have access to the advice of the Group company secretary and are entitled to seek independent professional advice about the affairs of the Company at the Company’s expense.
This committee is mandated to assist in setting the strategic direction of the Group, implementing strategy and maintaining effective management on a day-to-day basis. The senior vice presidents, whose names appear on page 5, form the nucleus of this committee and attend all meetings of directors. The committee meets weekly. The committee members contribute a diverse range of professional skills across the broad spectrum of the Company’s activities.
The directors of the Company appoint both executive and non-executive members to various committees as detailed below. A list of the participants in these committees can be found on page 5. Each committee meets at defined times each year and provides the directorate with an effective communication forum. The information provided to the board is derived fromexternal sources and internally from minutes, plans and reports of the activities of the respective committees.
The main responsibilities of this committee include the safeguarding of the Company’s assets and shareholders’ investments, the maintenance of high standards of records and systems of internal control as well as the monitoring of standards of corporate governance. In addition, the committee has an objective of ensuring that effective policies and practices are adopted in the preparation of public financial information. The committee also conducts reviews of audits of expenditure, major business risks undertaken by both internal and external auditors and examines their respective plans and reports to ensure effectiveness. The external and internal auditors have unrestricted access to the audit committee. The chairman, plus three other non-executives and one executive director, comprise the committee. Three meetings were held during the financial year.
The directors ensure appropriate levels of remuneration to senior management of the Company through the remuneration committee. This committee determines broad policy for individual remuneration and benefits to maintain a compensation policy which is both competitive and equitable. This committee comprises an executive director and three non-executive directors, one of whom is the chairman of the Company. The vice president: human resources, attends all meetings and has direct access to all members of this committee. Three meetings were held during the year ended 30 June 2001.
Safety, health and environmental (SHE)committee
Safety and health matters are considered at every meeting of directors. A SHE committee was established during the latter part of the financial year. The chairman is a non-executive director and members comprise four other directors, two of whom are non-executive.
Two meetings have been held to date. The
board’s primary focus on these topics is:
Supervision and direction in reducing workplace accidents, fatalities and occupational health and hygiene related incidents through the application of regular measurement against the minimum of legislated or regulatory requirements, reviews of accidents and current industry and international best practices.
Recognition of and prevention of health issues critical to the Company’s success. Areas of concern are the HIV/AIDS pandemic, occupational lung diseases and noise induced hearing loss. Environment.
The prevention of occurring, continuing or re-occurring, and/or to minimise and rectify existing pollution or degradation of the environment in accordance with, at least, legislated requirements. The reader is referred to the safety, health and environmental review, starting on page 31.
The Group internal audit department operates with full authority of the directors. The head of this department reports directly to the chairman of the audit committee. The internal audit department performs a variety of activities that ultimately result in an examination and evaluation of the effectiveness of all operating sectors of the Group’s business. Through this process, significant business risks are highlighted and the systems of operating and financial controls are monitored. All issues are brought to the attention of the audit committee, the directors and members of the executive committee and external auditors. Issues that require corrective actions are discussed by senior management and acted upon with urgency under the auspices of the audit committee.
The committee, under the chairmanship of the senior vice president: finance/chief financial officer, meets fortnightly (and more often as necessary) with Standard Risk and Treasury Management Services (Proprietary) Limited (SRTMS) to discuss market conditions, treasury operations and existing and future hedging strategies. The primary focus of the committee is the reduction of risk in commodities and currencies. SRTMS implements decisions taken. SRTMS does not perform an executive or decision-making role. Advice is also sought from other outsiders on a continuous basis. The committee operates within clearly defined parameters set by the board.
Risk management committee
The Group risk manager chairs the risk management committee. The members of the committee comprise senior representatives from the Group’s operations. The committee reports to the audit committee of the board of directors. An independent formalised process of identifying, recording and reviewing the management of major risk exposures is being applied. Independent risk engineering consultants continue to grade each operation againstinternational risk standards for fire, security, engineering, commercial, crime, contingency planning and mining, and to monitor whether practices meet the set criteria. The committee is also responsible for ensuring that appropriate financial and insurance mechanisms comprehensively protect the Group against catastrophe risk.
Code of ethics
The Company is committed to the highest standards of integrity, behaviour and ethics in dealing with all its stakeholders. All directors and employees are required to maintain the highest ethical standards to ensure that the Company’s business practices are conducted in a reasonable manner and to act in good faith and in the interests of the Company. The Company operates a closed period prior to the publication of its interim and final results. During this period directors, officers and designated persons who may have access to price sensitive information, are precluded from dealing in the shares, securities or financial instruments of the Company. The closed period extends from the 15th of the month before the end of a reporting period or the financial year until the day of publication of the results. Where appropriate, dealing is also restricted during sensitive periods where major transactions are being negotiated and a public announcement is imminent.
The Company is committed to the highest standards of integrity, behaviour and ethics in dealing with all its stakeholders