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BOARD SUB-COMMITTEES

To enable the board to properly discharge its onerous responsibilities and duties, certain responsibilities of the board have been delegated to board committees. The creation of committees does not reduce the directors’ overall responsibility and therefore all committees must report and make recommendations to the board. All our board committees are chaired by an independent non-executive director, except for the Nomination Committee. All board committees report and make recommendations to the board regarding any issues that may arise. Furthermore, each board committee acts in accordance with its respective charter.

The various board committees are at 30 June 2009 as follows:

Audit Committee

Members

• Cedric Savage (chairman)
• Fikile De Buck
• Dr Simo Lushaba
• Modise Motloba

Remuneration Committee

Members

• Cedric Savage (chairman)
• Dr Simo Lushaba
• Patrice Motsepe
• André Wilkens

Empowerment Committee

Members

• Joaquim Chissano (chairman)
• Cathie Markus
• Modise Motloba

Sustainable Development Committee

Members

• Modise Motloba (chairman)
• Joaquim Chissano
• Fikile De Buck

Investment Committee

Members

• Dr Simo Lushaba (chairman)
• Fikile De Buck
• Cedric Savage
• André Wilkens
• Cathie Markus
• Ken Dicks

Technical Committee

Members

• André Wilkens (chairman)
• Fikile de Buck
• Ken Dicks
• Modise Motloba
• Cedric Savage

Nomination Committee

Members

• Patrice Motsepe (chairman)
• Joaquim Chissano
• Frank Abbott

Company secretary

Harmony’s Company Secretary plays an active role in the achievement of good corporate governance. The company secretary supports the chairman and the board in:

• ensuring the effective functioning of the board.
• providing guidance to the chairman, the board and the directors of Harmony’s subsidiaries on their responsibilities and duties within the prevailing regulatory and statutory environment.
• providing the board with guidance on how to discharge these responsibilities and duties in the best interests of Harmony.
• Raising matters that may warrant the attention of the board.

The company secretary assists in ensuring that the board’s decisions and instructions are clearly communicated to the relevant people, and is available to provide a central source of guidance and advice within Harmony on matters of ethics and good governance. Khanya Maluleke was appointed company secretary with effect from 1 October 2008, following the appointment of Marian van der Walt (formerly company secretary) as Executive: Corporate and Investor Relations.

Other committees

Executive management committee

Members of the Executive Management Committee meet on a weekly basis. Standard items on the agenda include operational results, cash flow, people issues and matters arising.

These committees are considered to be vital to the functioning of the company and ensuring the appropriate control and provision of information to the board. Certain members of the Executive Management Committee belong to the following committees, which meet regularly.

Committee name	Members	Purpose and function	Frequency of meetings
Corporate Social Responsibility Committee	Chief executive officer, executive management and the company secretary	Considers and approved local economic development projects funded by the company	Ad hoc (as and when there are project proposals)
Ethics Committee	Company secretary, human resources executive, corporate affairs executive, services executive, and corporate and investor relations executive	Monitors the ethical culture and levels of integrity	Quarterly
Group Operational Committee	Chief operating officers and group operations teams	Reviews operations, safety performance, environmental issues and human resources	Weekly
IT Steering Committee	Chief executive officer, interim financial director, chief operating officers and chief information officer	Oversees IT within the company	Quarterly
Operations Committee	Chief operating officers, group operations teams and general managers	Oversees the execution of detailed shaft plans, employee relations, procurement, costs, cash flows	Monthly
Risk Steering Committee	Interim financial director, chief operating officers, engineering and risk management executive, company secretary and head: internal control and governance	Oversight of risk management	Quarterly
Shaft Review Committee	Chief operating officers, shaft teams and members of the executive	Reviews shaft specific operational performance, major capital expenditure and forecasts	Monthly at each shaft
SOx Steering Committee	Head: Internal Control and Governance, financial managers, chief information officer, payroll and supply chain managers.	Reviews of SOx compliance	Monthly
Tender Committee	General managers procurement, group technical managers	Monitors all procurement procedures and reviews increases on contract items	Monthly
White Collar Crime Committee	Heads of services departments	Considers confidential reports received on code of ethics violations, fraud and inappropriate behaviour	Monthly