Merafe is committed to high standards of corporate governance and it endorses the four governance outcomes set out in King IV, namely an ethical culture, good performance, effective control and legitimacy.
King IV register
The register set out below provides an overview of Merafe's application of the principles contained in King IV. The register should be read in conjunction with the 2017 Merafe Integrated Report.
|The governing body should lead ethically and effectively.||The Merafe Board (the "Board") leads ethically and effectively. Disclosure of interests is a standard agenda item at Board and committee meetings and there is an annual declaration by all directors. Further, there is a Code of Ethics in place which applies to all directors and all employees. It is displayed on Merafe's website. There is also a Director Induction and Training Programme, which is reviewed annually. Further, various aspects of Principle 1 are covered in Merafe's Board Charter and other key documents. The Board leads ethically and effectively.
The Code of Ethics and the Board Charter are on Merafe's website and form part of the 2017 online integrated report. The Company has a policy to guide directors on dealing in Company securities and no director or employee may buy or sell the Company's shares during a closed period.
|The governing body should govern the ethics of the organisation in a way that supports the establishment of an ethical culture.||The ethical tone at Merafe is set by the Board and applies throughout the organisation. Although Merafe's Code of Ethics applies to all directors and employees, it has not yet been extended to suppliers. This will be a focus area in 2018. There is a Whistle Blowing Line and reports are provided to the Social, Ethics and Transformation Committee and the Audit and Risk Committee on a confidential basis. In respect of any ethical breaches discovered by staff and the external auditors, the relevant laws and regulations are applied. More information on Merafe and the Venture's Whistle Blowing Policy is on our website.|
|Responsible corporate citizen|
|The governing body should ensure that the organisation is and is seen to be a responsible corporate citizen.||The Board's approach to being a responsible corporate citizen is supported by various policies and the work done by the Social, Ethics and Transformation Committee. Various safety, health, environmental and community aspects are covered by the above committee with inputs from the Venture as set out in this report.|
|Strategy and performance|
|The governing body should appreciate that the organisation's core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process.||The Board recognises that all these elements are inseparable, and Merafe follows the six capitals approach as described in this report. This integrated approach is taken by the Board at its meetings, strategy sessions and committee meetings. All budgets and strategic plans (medium and longer term) are approved by the Board. Risks and opportunities are covered in strategy sessions and meetings of the Audit and Risk Committee and the Board in an integrated manner.|
|The governing body should ensure that reports issued by the organisation enable stakeholders to make informed assessments of the organisation's performance, and its short, medium and long-term prospects.||The Board is responsible for the integrity of the information contained in this report and other reports including the annual financial statements and interim and year-end results presentations. It is assisted in this regard by the Board Committees which review and recommend their respective reports to the Board in accordance with their terms of reference. Reports are provided in printed and online form. The approved reporting framework is set out in this report. Matters material to Merafe are reflected in this report.|
|Primary role of the board|
|The governing body should serve as the focal point and custodian of corporate governance in the organisation.||The Board is the focal point and custodian of corporate governance in the Company. Various key policies supporting the strategy are in place. The Board has an annual strategy session and performance is measured against agreed targets. The Board oversees the implementation and execution of the strategy by management. The Board has a Board Charter, a copy of which is on our website, and which is reviewed annually against best practices. It plans to measure the discharge of its duties against the Board Charter in the year ahead.|
|Composition of the board|
|The governing body should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively.||Assisted by the Remuneration and Nomination Committee, the Board reviews its knowledge, skills, experience, diversity and independence annually, or as circumstances change. The Company has a Diversity Policy and has set targets in this regard. The Board comprises a majority of non-executive members, most of whom are independent. The King IV recommendations for director independence, board composition, chair, induction and training, managing conflicts and nomination and appointments are met. Merafe will appoint the Chairperson of the Remuneration Committee as the Lead Independent Director during 2018.|
|Committees of the board|
|The governing body should ensure that its arrangements for delegation within its own structures promote independent judgement, and assist with balance of power and the effective discharge of its duties.||Merafe has three standing board committees (as described in this report below), to which specific duties and responsibilities have been delegated. They operate under written terms of reference which are reviewed annually and are on our website. The composition of the Board and committees are in line with King IV, the Companies Act and the JSE Listings Requirements, as applicable.|
|Board performance evaluation|
|The governing body should ensure that the evaluation of its own performance and that of its committees, its chair and its individual members, support continued improvement in its performance and effectiveness.||The performance and effectiveness of the Board and its committees are reviewed annually. This process comprises a self-evaluation questionnaire and is co-ordinated and reported on by the Company Secretary. Areas for improvement are documented and actioned. Formal performance reviews of individual directors and the Board chair are planned in 2018.|
|Appointment and delegation to management|
|The governing body should ensure that the appointment of, and delegation to, management contribute to role clarity and the effective exercise of authority and responsibilities.||The Board Charter sets out matters reserved for the Board and is reviewed annually. In addition, there is a Corporate Approvals Framework (approved by the Board and reviewed annually) which sets out matters delegated to management and those reserved for the Board. The Board appoints the CEO and the incumbent is accountable to the Board for leading the implementation of strategy, policy and running the day to day business of the Company. The King IV recommendations for the CEO in respect of appointment, roles and responsibilities, succession planning and performance evaluation are complied with regards to the Company Secretary, we refer you to our reporting of 3.84 (h) of the JSE Listings Requirements.|
|The governing body should govern risk in a way that supports the organisation in setting and achieving strategic objectives.||The Board governs and is responsible for risk. It is assisted by the Audit and Risk Committee, which evaluates risk and guides the Board. Merafe has a Risk Management Policy and Framework, a detailed Risk Register and also a Tax Risk Register. Risk matters are a standard agenda item at every Audit and Risk Committee and Board meeting. In this regard we refer you to Material issues and Approach to Risk management of this report. Opportunities flowing from risk assessments form part of the overall approach to risk governance. Emerging risk trends are identified and monitored regularly.|
|Technology and information governance|
|The governing body should govern technology and information in a way that supports the organisation setting and achieving its strategic objectives.||IT governance is a standard agenda item at meetings of the Audit and Risk Committee. Merafe has a very small head office but is reliant on technology. Various IT related policies are in place and due to the small head office, integration of IT and business occurs. Merafe (as opposed to the Venture) has limited investment in technology but is aware of its importance and also the need to protect information.|
|The governing body should govern compliance with applicable laws and adopted, non-binding rules, codes and standards in a way that supports the organisation being ethical and a good corporate citizen.||The Board governs compliance, which is monitored by combination of management controls, compliance via the Venture, external audit, sponsors and the Company Secretary. There is no dedicated in-house compliance function nor is one required, given Merafe's size and structure. Merafe relies on processes within the Venture. Compliance is a standard agenda item for the Audit and Risk Committee, which reports to the Board.|
|The governing body should ensure that the organisation remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term.||The Board takes responsibility for remuneration governance. It is assisted by the Remuneration and Nomination Committee, which oversees that the organisation remunerates fairly, responsibly and transparently so as to promote the delivery of strategic objectives and the creation of value in a sustainable manner. It makes recommendations to the Board in this regard. See the Remuneration Report of this report.|
|The governing body should ensure that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal decision-making and of the organisation's external reports.||Merafe follows a combined assurance model, with assurance being provided by management, the Merafe auditors, the Venture's internal audit function and the external auditors. Oversight on assurance is provided by the Audit and Risk Committee who report to the Board. For more information please see About the capitals model and below of this report.
Merafe has no Internal Audit function, as this is not justified taking account of the size, complexity and risk profile of the Company. In this regard, annually, management provides a memorandum to the Audit and Risk Committee on its views of the Merafe internal control environment. Special ad hoc internal audits by an external firm are considered on a case by case basis.
Merafe also receives a statement from Independent Competent Person on the Mineral Resources and Mineral Reserves as well as other assurance.
|In the execution of its governance role and responsibilities, the governing body should adopt a stakeholder-inclusive approach that balances the needs, interests and expectations of material stakeholders in the best interests of the organisation over time.||The Board has identified its key stakeholders and material issues and risks that could impact the stakeholders of Merafe and the Venture. The methods of engaging with stakeholders and issues arising from these engagements are set out in a table referred to in the 2017 integrated online report
There is ongoing engagement with shareholders via various mechanisms, including interim and year-end reports, the Integrated Report, presentations, quarterly reports, shareholder meetings and the AGM.
A stakeholder framework and policy are under consideration by the Board and will be an area of focus in 2018.
We recognise that this is the first step of our King IV journey and the Board will be spending further time in 2018 analysing our practices to support the various principles and outcomes in terms of King IV.
and Board committees
|Roles and responsibilities||Members/invitees||Attendance|
|Merafe Board||The Chairperson is responsible for ensuring that:
Key issues in 2017 included:
Safety, Merafe strategy, stakeholder engagement, Merafe sustainability, Venture performance and sustainability, IT governance and risk management, approval of annual financial statements and integrated annual report, approval of interim results and considering the payment of dividends: Board and committee effectiveness review; review and approval of various charters, policies and mandates; and committees' terms of reference, King IV analysis, review of effectiveness of internal controls, compliance with loan covenants and review of compliance.
|Audit and Risk Committee||All members of this committee are independent non-executive directors (as required by the Companies Act).
Key issues in 2017 included:
Review work of external auditors, assess independence of external auditors, review risk register, monitor compliance with statutory requirements, assess adequacy of internal controls and compliance, funding, monitor and consider all tax returns and matters related to SARS, risk management workshop, oversee forex and interest rate hedging policies: IT governance implementation, assess formal tax strategy and policy document, reviewed and approved integrated annual report and assurance process, recommend annual financial statements and reviewed interim results; integrated annual report for approval by Board, assessment of CFO, committee self assessment and review terms of reference, review internal audit function, King IV analysis and compliance.
|Remuneration and Nomination Committee||The committee:
Key issues in 2017 included:
Considered composition of all committees, recommended approval of remuneration policy to Board, approved CEO's (individual) and business performance KPIs, evaluated Executive Committee's individual and business performance against objectives, reviewed executive contracts, review of Remuneration Policy and approval of the Board Diversity Policy, King IV analysis and compliance.
|Social, Ethics and Transformation Committee||
The roles, responsibilities and key issues for the Social, Ethics and Transformation Committee are set out in the Social, Ethics and Transformation Committee report.
Key issues in 2017
The key issues are set out in the Social, Ethics and Transformation Committee report.
|Management structure||Roles and responsibilities||Members|
|Executive Committee of the Venture||The Executive Committee consists of the heads of all the Venture's divisions and the Managing Director of the Venture. The committee meets at least once a month, recommends policies and strategies and is responsible for the implementation of strategy and carrying out the Board's mandates and directives. It deals with all executive management business and is responsible for all material matters that are not the responsibility of the Board. It also assists with the execution of Merafe's compliance and disclosure obligations.||Merafe is represented by Zanele Matlala, Kajal Bissessor and Jurg Zaayman.|
|The Joint Board of the Venture||The Joint Board meets quarterly with the aim of ensuring proper governance of the activities of the Venture. Members of Merafe's management team also attend and participate in the Venture's monthly Executive Committee and sustainable development meetings and quarterly Audit Committee and Treasury meetings.||The Joint Board consists of three representatives from Glencore and three representatives from Merafe (Zanele Matlala, Kajal Bissessor and Jurg Zaayman). Currently, Glencore appoints the Chairperson of the Joint Board.|
Reporting in terms of Section 3.84 of the JSE Listings Requirements on Board governance processes
|Requirement||Principle||Merafe's approach and compliance|
|3.84(a)||There must be a policy evidencing a clear balance of power and authority at Board level to ensure that no one director has unfettered powers.||Our Board Charter clearly demonstrates that there is a clear balance of power and authority at Board level and that no one director has unfettered powers.|
|3.84(b)||Issuers must have a CEO and a Chairperson and these positions must not be held by the same person.
The Chairperson must either be an independent director or the issuer must appoint a lead independent director as defined in the King Code.
|The CEO and Chairperson positions in Merafe are held by different people and Merafe's Chairperson is an independent non-executive director as defined in King IV. We refer you to Directorate at 31 December 2017, Our approach to governance and above.
Chris Molefe has chaired the Merafe Board since May 2003. In accordance with King IV, the Board conducted an in-depth review of both his performance and independence. It concluded that his independence has not been affected or impaired by his length of service and that Merafe would continue to benefit from his performance as Chairperson if he were to continue in this role.
|3.84(c)||All issuers must in accordance with the King Code appoint an (i) Audit Committee, (ii) a committee responsible for remuneration and (iii) a Social and Ethics Committee.
The composition of such committees must comply with the Companies Act and should be considered in accordance with King IV and each committee must consist of three members.
The composition of such committees, a brief description of their mandates, the number of meetings held and any other relevant information must be disclosed in the annual report.
|Merafe has combined its Audit and Risk Committee. Its membership is set out above. The committee currently has three members, all of whom are independent non-executive directors, as set out in the King Code. The Chairperson of the Board is invited to attend committee meetings.
As previously indicated Merafe has appointed a combined Remuneration and Nomination Committee. The committee has five members, four of whom are independent non-executive directors. The Chairperson of the Board is a member of the Remuneration Committee, but is Chairperson of the Nomination Committee.
As already explained, Merafe has a combined Audit and Risk Committee and a combined Remuneration and Nomination Committee. The composition of the Committees, the mandates, activities and meetings held are set out above of this integrated annual report.
During 2017, our Chief Executive Officer and Financial Director were permanent invitees to the Audit and Risk Committee.
|3.84(d)||A brief CV of each director standing for election or
re-election must accompany relevant notice of meeting.
|Brief curricula vitae of our directors can be found in the Directorate at 31 December 2017 of this report.|
|3.84(e)||Capacity of directors in relation to executive, non-executive and independent must be categorised and disclosed in the relevant documentation.||The curricula vitae mentioned at 3.84(d) also contain information as to whether a director is independent, non-executive or executive. The composition of our committees is in accordance with the requirements of the Companies Act and King IV.|
|3.84(f)||Issuers must have a full time executive financial director.||Merafe has a full time Financial Director who does not hold any other position, nor does she have any other commitments that could be considered as full or part time employment.|
|3.84(g)||The audit committee must consider on an annual basis, and satisfy itself of the appropriateness of the expertise and experience of the financial director and report thereon in the annual report and compliance with paragraphs 3.84 (g)(ii) and 3.84 (g)(iii).||Our Audit and Risk Committee annually considers and satisfies itself of the appropriateness of the expertise and experience of the Financial Director and has reported in its Audit and Risk Committee report that it is satisfied with the appropriateness of the expertise and experience of the Financial Director. The Audit and Risk Committee also ensures compliance in terms of paragraphs 3.84(g)(ii) and 3.84(g)(iii) relating to proper and appropriate financial reporting proceedings being in place and operating and the appointment and suitability of the audit firm and partner.|
|3.84(h)||The provision deals with the competence, qualifications and experience of the Company Secretary and the Board of Directors' responsibility in relation thereto.||The Remuneration and Nomination Committee as well as the Board assessed the competence, qualifications and experience of the Company Secretary (CorpStat Governance Services, represented by William Somerville and Elise Waldeck) against various criteria and a rating scale, and has agreed that the firm is sufficiently qualified, competent and experienced to hold the position of Company Secretary. The Board made their assessment in a closed Board meeting.|
|3.84(i)||The provision deals with a gender diversity policy.||Merafe's Diversity Policy prescribes that at least 30% of the Board shall be female. As at the time of reporting, five of the eight directors were female (62.5%).
The Remuneration and Nomination Committee undertakes when nominating and recommending directors to the Board, to take into account the principles and aims of the Diversity Policy of the Company.
|3.84(j)||The provision deals with a race diversity policy.||Merafe's Diversity Policy prescribes targets for the racial composition of the Company. Seven of the eight directors are black (87%). The Remuneration and Nomination committee undertakes when nominating and recommending directors to the Board, to take into account the principles and aims of the Diversity Policy of the Company.|
|3.84(k)||The provision deals with the remuneration policy and implementation report.||The Remuneration Policy and Implementation report of this report.|
|See the annual financial statements, which form part of our online integrated annual report for 2017 for the Audit and Risk Committee’s report. For a more detailed overview of the responsibilities of the Board and the committees, see the terms of reference of the Board and committees.|
Management proactively deals with stakeholder relationships
We believe there will always be room for improvement in stakeholder relationships, however, our management team continually strives to improve the effectiveness of its stakeholder engagement.
An appropriate balance between stakeholder groupings
While we believe that we are reasonably well engaged with all our stakeholder groups, in our opinion this issue will also remain one that needs to be monitored for potential areas where there is room for improvement.
Equitable treatment of stakeholders
We believe we are doing our best to treat our stakeholders fairly. Again, this is an area we will continue to monitor to find areas where we can improve
Timeous and effective dispute resolution
We have never had to resort to dispute resolution, however, we have various dispute resolution mechanisms in place, including an arbitration clause, in our agreement with Glencore regarding the Venture.
Board balance and independence
- Our non-executive directors do not receive share options or incentives
- There is a clear separation of responsibilities between the Chairman and the CEO
- The Chairperson of our board is independent and without conflicts of interest
While the board acts as the custodian of corporate governance within our organisation, a clear allocation of responsibilities among our directors ensures a balance of power and authority. As recommended by the Code, no independent non-executive director has been with the company for longer than 10 years and there are no fixed-term contracts with directors.
The structure of the Merafe board is closely aligned with the recommendations of King IV.
The independence of these directors is assessed annually. The Chairperson of the board is an independent non-executive director. In terms of King IV the Chairperson is elected annually.
The definition of an independent non-executive director in King IV
An independent director is a non-executive director who:
- is not a representative of a major shareholder who can control or significanfly influence management or the board
- does not have a material direct or indirect interest in the company/group which
- is greater than 5% of the group's total number of shares in issue
- is less than 5% of the group's total number of shares in issue, but is material to his/her personal wealth
- has not been employed by the group or appointed as designated auditor or partner in the group's external audit firm, or senior legal adviser in thaprevious three financial years
- is not related (immediate family) to someone who has been employed by the group in an executive capacity in the previous three financial years
- is not a professional adviser to the group or relationship that could conflict, such as being a director of a material customer of or supplier to the company does not receive remuneration based on the company,s performance.
Our Company Secretary is responsible for administering the proceedings and affairs of the directorate, the company and, where appropriate, owners of securities in the company, in accordance with the relevant laws. The Company Secretary is available to assist all our directors with advice on their responsibilities, their professional development and any other relevant assistance they may require
The board has assessed the competence, qualifications and experience of the Company Secretary, as required in terms of section 3.84 of the JSE Listings Requirements and has agreed that she is sufficiently qualified, competent and experienced to hold the position of Company Secretary. The board made their assessment during a closed session board meeting. The Company Secretary fulfils no executive management function and is not a director. Therefore, the board is satisfied that the Company Secretary maintained an arm’s length relationship with the executive team, the board and individual directors in terms of section 3.84 of the JSE Listings Requirements.
Our non-executive directors can, if necessary, obtain independent professional advice at the company’s expense.
Board induction and training
All newly-appointed directors receive both formal and informal training related to the company and their fiduciary responsibility as directors. Ongoing directorate training has focused on ensuring a proper understanding of the revisions to the Code of Practice in King IV and the Companies Act. Board members attended training sessions and visited the operations of the Venture. They also participated in strategic workshops which led to the approval by the board of the company strategy.
Retirement and appointment of directors
To ensure that our board keeps pace with the dynamic business environment within which it operates while maintaining a level of continuity within the directorate, the retirement of directors, who are appointed at the Annual General Meeting, is staggered on a rotation basis.
Appointing directors who bring the appropriate skills and expertise to the board – and who are non-executive and independent as suggested by King IV – requires careful consideration and selection. The procedures for appointing new directors to the board are formal and transparent and a thorough investigation of the candidates by the Remuneration and Nomination Committee assists the board to make informed appointments in the best interests of our company. The committee not only checks whether the potential board member has ever been disqualified as a director but also assures the board that the requisite skills are in place to enable decisions around business sustainability, governance, strategy and performance, risk and opportunity and standards of conduct.
Merafe subscribes to the fundamental tenets of human rights as enshrined in our country’s Constitution and Bill of Rights. Our policies and practices are aligned to ensure that all employees and stakeholders are treated with dignity and in a manner that is culturally appropriate, irrespective of gender, background or race.
The Venture has the grievance processes in place to ensure that any breaches of human rights can be reported, investigated and, where necessary, the appropriate corrective action can be taken. In addition, employees can use the ethics line to report any activities which they believe are not in line with the company’s policies on human rights.
Ensuring the security of our people and our assets is essential. The use of security in challenging environments can bring about risks, which we recognise and deal with by making sure that our security personnel and third parties providing security services are equipped with human rights training. As a whole, we are committed to the United Nations (UN) Universal Declaration of Human Rights and use the UV Guiding Principles on Business and Human Rights as a guide for the development of our group human rights policy and supporting operational standards.
The Venture’s Sustainable Development Standards require its operations to maintain community relations strategies that uphold and promote human rights and respect cultural considerations and heritage. No breaches of human rights were reported by any operations during 2017, nor were there any incidents of the rights of indigenous people being violated.
The Merafe Code of Ethics governs the way we do business and the way our directors and employees engage with our stakeholders. The Code, which is binding on our directors and employees and contractors, provides guidelines for behaviour which is above reproach.
The Merafe board is committed to creating a culture where the highest levels of integrity are underpinned by transparent business transactions and robust assurance systems.
The Glencore Corporate Practice framework lays out a clear path for practising our values and achieving our ultimate objective. Our operational and corporate policies are underpinned by our fundamental values and Code of Conduct.
Externally developed principles, charters and initiatives to which Merafe and the Venture subscribe
Merafe is committed to the principles of the Mining Charter for the South African mining industry and the Mining Scorecard, established to monitor performance against the Charter, and to meeting the targets set in the Mining Scorecard.
Merafe’s partner in the Venture, Glencore, plays an active role in a number of significant international and national industry organisations and stakeholder groups through membership, funding, provision of expertise and participation in committees and working groups.
Its commitments, through these involvements, are met in the Venture’s operations. They include: the United Nations (UN) Universal Declaration of Human Rights, UN Guiding Principles on Business and Human Rights, the International Council on Mining and Metals (ICMM), the North West Province Air Pollution Control Forum (NAPCOF) and the Ferro Alloys Producers Association (FAPA). NAPCOF and FAPA discuss air quality issues and partner with regulators in setting best practice air quality standards. Their task teams deal with specific air quality issues and also engage with regulators through providing feedback and advice.
The Venture is a member of the Ferro Alloys Producers Association (FAPA), the International Chrome Development Association (ICDA), the North West province Air Pollution Control Forum (NAPCOF) and the South African Mining Development Association (SAMDA).
The Venture’s Sustainable Development structures are aligned to the International Council of Mining and Metals’ (ICMM) Sustainable Development Framework.