Ethics & governance

Composition of the board

• The board comprises 15 directors.
• The chairman, who is independent, is Russell Edey, and the deputy chairman, who is also independent, is Dr James Motlatsi.
• Directors retire by rotation every three years.
• While the board has the power to appoint new directors, such directors must resign and stand for re-election at the next annual general meeting following their appointment. The appointment of new directors is screened by the nominations committee.
• There are five independent directors namely, Frank Arisman, Elisabeth Bradley, Colin Brayshaw, Russell Edey and Dr James Motlatsi. They are classified as independent in terms of the JSE Securities Exchange (JSE) Listings Requirements and the US Sarbanes-Oxley Act.
• There are five non-independent non-executive directors namely, Tony Lea, Bill Nairn, Simon Thompson, Tony Trahar and Lazarus Zim.
• There are five executive directors namely, Jonathan Best (CFO), Bobby Godsell (CEO), Dave Hodgson (COO), Dr Sam Jonah (President) and Kelvin Williams (Marketing).

A board charter (approved by the board on July 2003 and amended on 27 October 2004) sets out the powers, responsibilities, functions, delegation of authority and areas of authority expressly reserved for the board.