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. The 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.
The 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.
This 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.
The 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.
The 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.
The 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.
In 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.
This 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.
In 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.
The 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.
The 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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