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.
At 8 November 2011, the various board committees are as follows:
Members of the Executive Management Committee meet weekly. Standard items on the agenda include: safety, operational results, cash flow, people issues, services improvement 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 |
| Information Technology Communication 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 Management Committee | Financial director, chief operating officers, engineering and risk management executive, company secretary and head: internal control and governance | Oversight of risk management | Bi-annually |
| 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 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 |
The Executive Management Committee was structured as follows:
1 Jaco Boshoff is acting COO: North region, in addition to his current responsibilities
2 Anton Buthelezi was appointed executive: human resources on 1 October 2011
3 Alwyn Pretorius was appointed executive: safety and health post year end
4 Chief operating officer (COO).
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