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Board of directors

Harmony is governed by a unitary board which, as at 10 November 2011, was made up of 17 members, 10 of whom were independent (determined on the basis of both King III and Sarbanes-Oxley Act in the United States) and four of whom were executive directors.

Given that the group is a South African company, Harmony is highly cognisant of the need for transformation at the highest levels within the company. Two non-executive directors are women, and five directors are drawn from groups considered to be historically disadvantaged South Africans (HDSAs).

As at 10 November 2011, members of Harmony’s board of directors were as follows:

Non-independent non-executive chairman

• Patrice Motsepe

Independent deputy chairman

• David Noko

Lead independent non-executive director

• Fikile De Buck (appointed on 13 August 2010 in terms of King III, given the fact that the chairman is not independent)

Executive directors

• Graham Briggs (Chief executive officer)
• Hannes Meyer (Financial director)
• Frank Abbott (Executive director)
• Harry Ephraim Mashego (Executive director)

Independent non-executive directors

• Joaquim Chissano
• Ken Dicks
• Cathie Markus
• Mavuso Msimang
• Modise Motloba
• David Noko
• Simo Lushaba
• Cedric Savage
• John Wetton

Non-independent non-executive director

• Joaquim Chissano
• André Wilkens

In addition to upholding sound principles of corporate governance, the board recognises the interests of communities in which the company operates and on which the company’s activities have an impact, and ensures that the company acts as a responsible corporate citizen, creating value for all shareholders.

Board purpose and function

The board is guided in its actions by the board charter (PDF - 99KB) which is reviewed annually. The charters of the board and the various board committees have been revised to align them with the wording and concepts of King III. The charters will again be reviewed once the Amendment Bill to the Companies Act 2008 has been finalised and is in effect.

The board charter requires that directors exercise leadership, enterprise, integrity and good judgement, accountability, responsibility, due care and transparency. The charter serves as a guide to board members regarding:

• the purpose and role of the board;
• board responsibilities and authority;
• board composition;
• board meetings, and
• board self-assessment.

The board provides strategic direction to the company at quarterly board meetings and by delegating authority to board committees. It reviews and directs the company’s strategic objectives, annual budget and plans. The board also guides and reviews the non-financial performance of the company, that is, those issues relating to the triple-bottom line.

A number of duties, responsibilities and personal liabilities are imposed on Harmony’s directors under both common and statutory law, not only in South Africa, but also in the United States, Australia, PNG and the United Kingdom.

Additional information on the Harmony board of directors, the responsibilities of directors, frequency of board meetings, the board’s independence, the delegation of authority and assessments of board performance is available in the Corporate Governance section of the Annual Report 2011.