The audit and risk management committee comprises Kobus du Plooy (Chairperson) and Mzila Mthenjane (Independent).

This committee is required to meet at least four times a year and is responsible to monitor and review:

• the effectiveness of the Company’s information systems and other systems of internal control;
• the independent auditors’ reports;
• the quarterly and annual reports and specifically the annual financial statements;
• the accounting policies of the Company and any proposed revisions thereto;
• the independent audit findings, reports and fees and the approval thereof;
• compliance with applicable legislation,
• requirements of regulatory authorities;
• compliance with the Company’s code of ethics; and
• the risk profile.

All members of the audit and risk management committee are non-executive Directors. The majority of members are financially literate and have sufficient financial experience to discharge their duties.

The independent auditors have unrestricted access to the audit committee and its chairman, ensuring that their independence is in no way impaired. The audit committee is required to approve all significant non-audit relationships with the Company’s independent auditor that include:

• tax services;
• corporate restructuring;
• merger and acquisition advice; and
• training.

The employment equity and development committee comprises Blondie Mokgata (Chairperson and Independent), Ndaba Ntsele, Sibongile Radebe (Independent) and Mzila Mthenjane (Independent).

This committee is required to meet at least twice a year and is responsible to monitor and review:

• the effectiveness and compliance to the Company’s employment equity policy;
• the annual employment equity reports;
• the development of HDSAs in the Company;
• compliance with applicable legislation, requirements of regulatory authorities; and
• compliance with the Company’s code of ethics.

All members of the employment equity and development committee are non-executive Directors.

The current members of the remuneration committee are Ndaba Ntsele (Chairperson), Kobus du Plooy and Sibongile Radebe (Independent).

The remuneration committee is required to meet at least twice a year and is responsible for assisting the board in fulfilling its responsibilities in respect of maintaining an appropriate remuneration strategy, ensuring the Directors and senior executives are fairly rewarded and ensuring succession planning. The committee is also responsible for reviewing, on an ongoing basis, the terms and conditions of employment of executive Directors and other executives, including a short-term performancelinked performancelinked bonus scheme and a long-term share incentive scheme. The terms and conditions of employment of executive Directors are contained in written agreements of employment.

The remuneration strategy is aimed at ensuring that levels of remuneration are sufficient to attract, retain and motivate executives and, where appropriate, aimed at aligning the executives’ interests with those of shareholders. The current remuneration of management is based solely upon market-related salary packages.

In setting and approving remuneration levels and structures, the committee makes comparisons to remuneration paid by other companies in the same industry or similar industries, taking into account differing levels of responsibility, performance and complexity. The committee also obtains advice from specialist remuneration consultants as and when needed.

The current members of the safety, health and environmental committee are Blondie Mokgata (Chairperson and Independent) and Mzila Mthenjane (Independent).

The safety, health and environmental committee is required to meet at least twice a year and all members are non-executive Directors. Pamodzi Gold is committed to the achievement and maintenance of world-class standards in the management of the health and safety of its employees and the environment. As such, the safety, health and environment committee plays a pivotal role in assisting the board in its oversight of the effectiveness of Pamodzi Gold’s environmental, health and safety programmes and to keep the board informed in regard to the Company’s objectives, compliance with and maintenance of standards in these areas. The committee seeks also to minimise health, safety and mining-related accidents within the Group, to ensure that Pamodzi Gold’s operations are in compliance with all environmental regulations, and has established a Company policy in respect of:

• safety and health;
• environment; and
• HIV/Aids.

As recommended by the King Code, the nominations and governance committee is chaired by the Chairman of the Company, Ndaba Ntsele. The other members of this committee are Bongi Radebe (Independent) and Blondie Mokgata (Independent).

This committee is required to meet at least twice per year and to:

• develop the approach of Pamodzi Gold to matters of corporate governance and make recommendations to the board with respect to all such matters;
• identify a successor to the Chairperson and Chief Executive Officer and make recommendations in this regard to the board as a whole;
• consider the mandates of board committees, the selection and rotation of committee members and chairpersons as well as the performance and effectiveness of each board committee on an ongoing basis; and
• evaluate the effectiveness of the board and its committees and management as a whole and report thereon to the board.

The Listings Requirements stipulate that all members of this committee are non-executive Directors, of whom the majority must be independent.

The Pamodzi Gold executive committee comprises three executive Directors and one executive officer. The members of the committee are Peter Steenkamp (Chief Executive Officer) who chairs this committee, Tony Murdoch Eaton (Chief Operating Officer), Martin Schermers (Chief Financial Officer) and Graham Chamberlain (Manager East Rand Operations).

This committee is not a committee of the board, but is primarily responsible for implementing the board’s directives, meets at least once a month to review Pamodzi Gold’s performance and develops strategy and policy proposals for consideration by the board.

In addition, and in support of Pamodzi Gold’s commitment to a policy of fair, accurate and timeous disclosure of information to its stakeholders, the investment community and the public, the executive committee of Pamodzi Gold has been mandated by the board to assist in the execution of the Group’s disclosure obligations. “Disclosure” is an agenda item at each executive committee meeting and each core discipline throughout Pamodzi Gold has a set disclosure schedule.

Each operating subsidiary of Pamodzi Gold has established board and management committee structures designed to ensure that Pamodzi Gold’s commitment to sound practices and standards of corporate governance are maintained. The executive Directors of Pamodzi Gold serve on the board of each operating subsidiary.