| CORPORATE GOVERNANCE |
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| STATEMENT OF COMPLIANCE |
| The Board of Murray & Roberts (Board) is committed to
the principles of the Code of Corporate Practices and
Conduct (Code) as set out in the King Report on
Corporate Governance for South Africa 2002 (King II). In
supporting the Code, the Board recognises the need to
conduct the business of the Group with openness,
integrity and accountability. A corporate governance
framework has been in operation in the Group for many
years and is reviewed from time to time and updated
where appropriate. The Board is of the opinion that
Murray & Roberts substantially complies with the Code. |
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| BOARD OF DIRECTORS |
At the date of this annual report, Murray & Roberts has
a unitary Board with 14 directors, 10 of whom are
independent non-executive and four executive.
The Board is responsible for the strategic direction of the
Group and is governed by a charter that sets out the
framework of its accountability, responsibility and duty to
the company. An annual review of the charter was
undertaken on 25 April 2007 and the Board renewed its
commitment to corporate governance best practice
above the minimum requirements set by the Code.
The Board conducts its business in the best interest of
the company and ensures that the Group performs in the
best interests of its broader stakeholder group, including
present and future investors in the Group and in its
products and services, its business partners and
employees and the societies in which it operates.
In order to address its accountability and responsibility,
the Board: |
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monitors that the Group complies with all relevant laws,
regulations and codes of business practice and that it
communicates with all relevant stakeholders (internal
and external) openly and promptly and with substance
prevailing over form |
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defines levels of materiality, reserving specific powers to
itself and delegating other matters by written authority
executive management |
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gives direction to the Group in all matters and approves
the strategic plan developed by management in the
context of the board charter |
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monitors implementation of the strategic plan
by management |
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monitors performance through the various board
committees established to assist in the discharge of
its duties |
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monitors the key risk areas and key performance areas
of the Group and identifies the non-financial aspects
relevant to the Group and its business |
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considers its size, diversity and demographic make-up |
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determines the policy and processes to ensure the
integrity of: |
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risk management and internal controls |
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executive and general remuneration |
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external and internal communications |
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director selection, orientation and evaluation |
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Directors adhere to a Code of Conduct, which incorporates
agreed standards of accepted behaviour, guidance in
decision making, promotes integration & co-ordination
and reaffirms the directors' commitment to the Group.
During the past year, non-executive directors were paid
an annual retainer of R100 000 each with a deduction for
non-attendance of R10 000 per meeting. Five scheduled
and two special meetings were held during the year.
Directors were paid R20 000 per special board meeting.
At the annual general meeting on Tuesday, 30 October
2007, it is proposed that shareholders approve a revised
remuneration structure where non-executive directors
are paid a fixed annual fee of R110 000. The deduction
for non-attendance and ad hoc fee for special board
meetings remain unchanged.
The proposal is based on a minimum of five scheduled
meetings a year and takes into account additional
committee workload.
A full review of directors' fees will be undertaken during
the year ahead. |
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| BOARD MEETINGS |
The Board meets at least five times a year in formal
meetings. In addition, the directors meet ahead of the
scheduled meeting at which the Group's budget and business plan are examined in the context of the
approved strategy. At this meeting, senior executives in
the Group engage with the directors in a broad
conversation on implementation of the Group's strategy.
The Board has adopted a policy to visit key operations on
an annual basis. All directors are kept informed between
meetings of major developments affecting the Group.
The record of attendance by each director at the board
meetings held during the year under review. |
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| CHANGES TO THE BOARD |
| SJ Macozoma resigned as a non-executive director at the
previous AGM held on 25 October 2006. SF Linford
resigned as company secretary in November 2006 and
was replaced by Y Karodia. N Jorek resigned as an
executive director of the Group, effective 29 August
2007, and SP Sibisi was appointed a non-executive
director, effective 7 September 2007. |
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| CHAIRMAN AND GROUP
CHIEF EXECUTIVE |
The role of chairman and group chief executive are
separate and they operate under separate mandates
issued by the Board that clearly differentiate the division
of responsibilities within the company ensuring a balance
of power and authority.
The chairman, who is a non-executive director, presides
over the Board, providing it with effective and directed
leadership and ensuring that all relevant information and
facts are placed before the Board for decision.
The group chief executive is charged with the responsibility
of the ongoing operations of the Group. He develops the
Group's long term strategy and recommends the business
plan and budgets to the Board for consideration.
The group chief executive and the chairperson are
appointed by the Board. The Board is responsible for the
annual appraisal of the chairperson, who in turn is
responsible for the annual appraisal of the chief executive.
The remuneration & human resources committee
assesses the remuneration of the Board, chairperson and
group chief executive, and the nomination committee is
responsible for the succession planning of the Board. |
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| BOARD COMMITTEES |
The Board has established and mandated a number of
committees to perform work on its behalf in various key
areas affecting the business of the Group.
These committees are: |
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executive |
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audit |
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health, safety & environment |
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nomination |
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remuneration & human resources |
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risk |
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The Board and each committee give attention to both
new and existing matters of governance and compliance
within their respective mandates. A statement from the
chairman of the Board and chairman of each committee
is included in this report.
Each committee operates according to terms of
reference approved by the Board which are reviewed
annually. With the exception of the executive committee,
all other committees are chaired by independent nonexecutive
directors of the Board.
The independent and non-executive directors complement
the executive directors through the diverse range of
skills and experience they bring from their involvement
in other businesses and sectors. They bring independent
perspectives on corporate governance and general
strategy to the Board as a whole.
The record of attendance by each member of the
respective committees for the year under review. |
Governance