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Board Charter

The Board Charter, which was approved in May 2009, was amended and approved by the Board in June 2011 to ensure compliance with King III and the new Companies Act. The Board Charter provides guidelines to Directors in respect of, inter alia, the Board’s responsibilities, authority, composition, meetings and the need for performance evaluations.

The roles and responsibilities of the Board as set out in the Board Charter include the following:

  • determining the Company’s purpose, values and identifying its stakeholders and developing strategies in relation thereto;
  • being the focal point for and custodian of good corporate governance by managing the Board’s relationship with management, the shareholders of the Company and other stakeholders of ARM;
  • providing strategic direction and leadership which is aligned to the Company’s value system by reviewing and approving budgets, plans and strategies for ARM and monitoring the implementation of such strategic plans and approving the capital funding for such plans;
  • ensuring that ARM’s business is conducted ethically and monitoring the ethics performance of ARM;
  • approving business plans, budgets and strategies which are aimed at achieving ARM’s long-term strategy and vision;
  • annually reviewing the Board’s work plan;
  • monitoring the operational performance of ARM including financial and non-financial aspects relating to such performance;
  • ensuring the sustainability of ARM’s business;
  • reporting in ARM’s integrated annual report on the going concern status of ARM and whether ARM will continue to be a going concern in the next financial year;
  • determining, implementing and monitoring policies, procedures, practices and systems to ensure the integrity of risk management and internal controls in order to protect ARM’s assets and reputation;
  • identifying and monitoring key performance indicators of ARM’s business and evaluating the integrity of the systems used to determine and monitor such performance;
  • monitoring and ensuring compliance with the Company’s policies, codes of best business practice, the recommendations of King III and all applicable laws and regulations;
  • adopting and annually reviewing the information technology governance framework and receiving independent assurance on such framework;
  • considering, through the Audit Committee, specific limits for the levels of risk tolerance;
  • defining levels of materiality, thereby reserving certain powers for itself and delegating other matters to management of the Company;
  • ensuring that the Company’s annual financial statements are prepared and are laid before a duly convened Annual General Meeting of the Company;
  • ensuring that a communications policy is established, implemented and reviewed annually and, in addition to its statutory and regulatory reporting requirements, that such policy contains accepted principles of accurate and reliable reporting including being open, transparent, honest, understandable, clear and consistent in ARM’s communications with stakeholders;
  • considering recommendations made to the Board by the Nomination Committee in regard to the nomination of new Directors and the re-appointment of retiring directors, both as Executive Directors and Non-executive Directors;
  • ensuring that the competency and other attributes of the Directors are suitable for their appointment as Directors and the roles which they are intended to perform on the Board and that they are not disqualified in any way from being appointed as Directors;
  • ensuring that appointments to the Board are formal and transparent and comply with all prescribed procedures;
  • ensuring that a succession plan for the Executive Directors and senior management is implemented;
  • selecting and appointing suitable candidates as members of committees of the Board and the chairmen of such committees;
  • ensuring that annual performance evaluations are conducted of the Board, the Executive Chairman, the Chief Executive Officer and other individual Directors, and Board committees and their respective chairmen; and
  • ensuring that the Board comprises a balance of Executive and Non-executive Directors, with the majority of Non-executive Directors being independent, and ensuring that the Directors are persons who have the relevant knowledge, skills and experience required for governing the Company efficiently.

The Board Charter also provides for a clear division of responsibilities to ensure a balance of power and authority, so that no one Director has unfettered powers of decision-making.

Sustainability report

Sustainability Report 2019

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