| CORPORATE GOVERNANCE CONTINUED |
| |
| INTERNATIONAL ADVISORY
BOARD |
The Board has reconsidered the mandate of the
international advisory board (IAB). It has established that
the IAB no longer fulfils its required mandate and agreed
that it be disbanded.
Key members of the IAB will be retained as advisors to
the Board and group chief executive.
|
| |
| SELECTION OF DIRECTORS |
| The Board has approved a policy on the criteria for the
selection of directors and the nomination and evaluation
processes to be followed. |
| |
| INDEPENDENT ADVICE |
| All directors are entitled to seek professional independent
advice at the Group's expense. |
| |
| BOARD EFFECTIVENESS |
| An appraisal of the effectiveness of the Board was
conducted internally by the nomination committee during
August 2007. The appraisal was benchmarked against
the strategic requirements of Murray & Roberts to ensure
the capacity to deliver these requirements and strengthen
the diversity and sector expertise of directors. The
appraisal was positive. The appraisal next year will be
conducted externally. |
| |
| ORIENTATION PROGRAM |
| It has been the practice of the Group to ensure that nonexecutive
directors appointed to the Board engage in
a comprehensive induction process to familiarise
themselves with the Group. The process includes visits to
key operations in the company and extensive discussions
with group leaders. |
| |
| COMPANY SECRETARY |
| All directors have access to the advice and services of
the company secretary who is responsible for ensuring
the proper administration of the board and corporate
governance procedures. The company secretary
provides guidance to the directors on their responsibilities
within the prevailing regulatory and statutory environment
and the manner in which such responsibilities should
be discharged. |
| |
| EXECUTIVE COMMITTEE |
| The directors of Murray & Roberts Limited and Murray &
Roberts International Limited serve as the executive
committee of the Board. They are chaired by the group
chief executive and group financial director, respectively.
The directors support the group chief executive in his
responsibility to: |
| |
| • |
implement the strategies and policies of the Group |
| • |
manage the business and affairs of the Group |
| • |
prioritise the allocation of capital, technical know-how
and human resources |
| • |
establish best management practices and functional
standards |
| • |
approve and monitor the appointment of senior
management |
| • |
fulfil any activity or power delegated to the executive
committee by the Board that conforms to the
company's articles of association |
|
| |
| RISK MANAGEMENT, SYSTEMS OF
CONTROL AND INTERNAL AUDIT |
| The Board promotes the rational engagement of risk in
return for commensurate reward and is responsible for
ensuring that risk management, including related
systems of internal control, are formalised throughout
the Group. These systems of risk management, internal
control and internal auditing aim to promote the efficient
management of operations, protection of the Group's
assets, legislative compliance, business continuity,
reliable reporting and the interests of all stakeholders.
Details of the Group's risk management status. |
| |
| SHARE DEALINGS |
The Group has an insider trading policy that requires
directors and officers who could be expected to have
access to price sensitive information, to be precluded
from dealing in the Group's shares as well as the shares
of Clough for a period of approximately two months prior
to the release of the Group's interim results and a period
of three months prior to the release of the annual results.
To ensure that dealings are not carried out at a time when
other price sensitive information may be known, directors
and officers must at all times obtain permission from the
chairman or group chief executive before dealing in the
shares of the Group. Approved dealings in the Group's
shares by directors are disclosed to the JSE and published
on the Stock Exchange News Services (SENS). All
approved dealings are reported in arrears to the regular
meetings of the Board. |
Governance