<% FROM="\InformationForInvestors\AnnualReport98\pages\corp1.htm" SITE="anglogold-main" %> Corporate governance continued

Statutory annual financial statements

Corporate governance continued

 

Executive Committee
The Executive Committee of the board comprises the three executive directors, namely the chief executive officer as chairman, the marketing director and the finance director, as well as ten executive officers and the managing secretary. The committee meets regularly to review current operations in detail, develop strategy and policy proposals for consideration by the board and to implement its directives.

SpaceThe committee presently comprises R M Godsell (chairman), J G Best, I D Cockerill, R N Duffy, J M Duncan, R J Fisher, D L Hodgson, S J Lenahan, R G Mills, J F Myburgh, A G Smith, B I Tapson, N W Unwin and K H Williams.

Audit Committee
To assist the board in discharging its responsibilities to maintain financial controls, an Audit Committee meets at least four times yearly with the external audit partner, the company's internal audit manager and the financial director to review the audit plans of the internal and external auditors, to ascertain the extent to which the scope of the audit can be relied upon to detect weaknesses in internal controls and to ensure that quarterly and year-end reporting meet acceptable accounting standards.

SpaceThe Audit Committee comprises four non-executive directors. The company's internal audit manager and the external audit partner have unrestricted access to the Audit Committee. All important findings arising from audit procedures are brought to the attention of the committee.

SpaceThis committee presently comprises C B Brayshaw (chairman), Mrs E le R Bradley, R P Edey and R P Garnett.

Employment Equity Committee
The company is committed to promoting an organisational culture which provides all employees with opportunities to progress to their optimal levels of career development. To ensure that the company achieves its employment equity objectives and the proper implementation of its strategies, an Employment Equity Committee has been formed, comprising the chief executive officer and three non-executive directors. The committee meets four times a year.

SpaceThe committee presently comprises T J Motlatsi (chairman), F B Arisman, R M Godsell and T C A Wadeson.

Market Development Committee
During the year, the board established a Market Development Committee with the primary objective of extending the influence of AngloGold, as the world's largest gold company, in the development of a broader gold business both nationally and internationally. This committee, which meets three times a year, is composed of the chief executive officer, the marketing director and five non-executive directors.

SpaceThe committee presently comprises Dr V K Fung (chairman), F B Arisman, Mrs E le R Bradley, Dr J W Campbell, R M Godsell, T J Motlatsi and K H Williams.

Remuneration Committee
A Remuneration Committee has been appointed by the board with responsibility for approving the remuneration policies of the company and the terms and conditions of employment of executive directors and officers, including the determination of salaries, performance-linked bonuses, and the administration of the company's share incentive scheme. The committee, consisting of four non-executive directors, meets on an annual basis.

SpaceThe committee presently comprises R P Edey (chairman), D M J Ncube, J Ogilvie Thompson and N F Oppenheimer.

Safety, Health and Environment Committee
The company, its subsidiaries and associates operate in Africa and also, with the acquisition of the gold interests of Minorco with effect from 1 January 1999, on the continents of North and South America. Mining-related activities are conducted under many varied working conditions and environmental challenges.

SpaceIn recognising the very important issues of the safety and health of its employees and of the environment, the board has instituted a Safety, Health and Environment Committee comprising the chief executive officer and three non-executive directors. The committee, one of whose primary objectives is the elimination of all accidents of a mining nature, meets on a quarterly basis and conducts on-site inspections in regard to matters of serious concern.

SpaceThis committee presently comprises D M J Ncube (chairman),R M Godsell, T J Motlatsi and T C A Wadeson.

Worker participation
The company employs a variety of strategies and structures, which are designed to promote worker participation. These strategies and structures are further developed and adapted from time to time to meet variations in operational requirements and to accommodate changing circumstances. Management and worker representatives currently meet in formal and informal forums at company and operational levels to share information and to address matters of mutual interest.

Code of ethics
All directors and employees are required to maintain the highest ethical standards in ensuring that the group's business practices are conducted in a manner which, in all reasonable circumstances, is above reproach.

SpaceIn addition, the company operates a 'closed period' prior to the publication of its quarterly and year-end financial results during which period directors and officers of the company may not deal in the shares of the company. Where appropriate, this is also extended to include other 'sensitive' periods.

Year 2000 compliance
In anticipation of the issues associated with the Year 2000 conversion problem, management initiated an enterprise-wide programme during the second quarter of 1997 to prepare the company's South African computer systems and applications for the Year 2000. In terms of the programme, a Year 2000 Steering Committee has been established, whose main responsibility is the testing of systems, hardware and software for Year 2000 compliance as well as the assessment of systems of primary vendors to AngloGold. The steering committee utilises both internal and external resources to achieve their objective. Initiatives to renew AngloGold's systems have been implemented for some years independently of the Year 2000 problem. These systems are already Year 2000 compliant.

SpaceThe objective is to ensure that all systems are Year 2000 compliant by 30 June 1999. The company believes that compliance will be achieved by such date. The expected cost to test and convert systems, hardware and software is estimated at R30 million. Progress on this project is being monitored by the steering committee on a monthly basis with any deviations from schedules receiving the necessary management attention. Although every effort is being made to ensure that computer systems of primary vendors to AngloGold will be converted in time to be Year 2000 compliant, there can be no assurance that this will happen. This could have a material impact on the company's ability to conduct its business.

SpaceThe non-South African operations have independent committees dealing with the year 2000 issue. There are no indications that these operations will be adversely affected by the change to the new millennium and, therefore, it is expected that these operations will also be totally compliant by the end of June 1999.

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