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Board composition and directors’ independence

The Board is chaired by Sir Mark Moody-Stuart. The chairman is responsible for leading the Board and for its effectiveness. Cynthia Carroll is the chief executive and is responsible for the execution of strategy and the day-to-day management of the Group, supported by the Executive Committee (ExCo), which she chairs. The Company has adopted the Statement of Division of Responsibilities between the Chairman and the Chief Executive promulgated by the Institute of Chartered Secretaries and Administrators. On 1 September 2008, the Chief Executive’s Committee and ExCo were merged. The functions and membership of ExCo are set out in Executive Committee. David Challen succeeded Sir Rob Margetts as the senior independent non-executive director on 15 April 2008.

The Board has a strong independent element and currently comprises, in addition to the chairman, two executive and nine non-executive directors, eight of whom are independent according to the definition contained in the Code. The independent directors are indicated within the table below, and full biographical details for each director are given in The Board. The letters of appointment of the non-executive directors are available for inspection at the registered office of the Company.

The Company is conscious of the need to maintain an appropriate mix of skills and experience on the Board, and to progressively refresh its composition over time, and, in this connection, Sir CK Chow was appointed and Bobby Godsell retired from the Board at the conclusion of the 2008 AGM.

David Challen, Chris Fay, Sir Rob Margetts, Sir Mark Moody-Stuart, Fred Phaswana, Mamphela Ramphele and Peter Woicke will be proposed for re-election at the AGM. Sir Mark is the chairman of Anglo American plc, and serves as a member of the Nomination, Remuneration and Safety and Sustainable Development (S&SD) Committees. David Challen is the senior independent non-executive director and is chairman of the Audit Committee and a member of the Remuneration Committee. Fred Phaswana is chairman of the Nomination Committee and a member of the Audit Committee. Peter Woicke is a member of the Audit, S&SD and Nomination Committees and Mamphela Ramphele is a member of the S&SD and Nomination Committees. Chris Fay and Sir Rob Margetts will again be proposed for re-election at the AGM. Each has served three three-year terms as an independent non-executive director, having been first appointed during 1999, and hence their nomination for re-election has been subject to particularly rigorous review. Chris Fay chairs the S&SD Committee and serves as a member of the Audit and Remuneration Committees. Sir Rob Margetts chairs the Remuneration Committee and is a member of the Nomination Committee. The Board values their wide experience and contributions to its proceedings, and is satisfied that they both remain robustly independent. The re-election of Sir Rob Margetts and Chris Fay is in accordance with provision A.7.2 of the Code. None of the non-executive directors has served concurrently with an executive director for more than four years.

Since January 2008, one independent non-executive director has been appointed and one non-independent non-executive director has retired. The Company considers that its programme of progressively refreshing the composition of the Board remains effective.

Board and Committee meetings – frequency and attendance


Independent


Board
(nine
meetings)
Audit
(three
meetings)
S&SD
(four
meetings)
Remuneration
(six
meetings)
Nomination
(three
meetings)
Sir Mark Moody-Stuart n/a All n/a All All All
Cynthia Carroll No All n/a All n/a n/a
René Médori No All n/a n/a n/a n/a
Sir C K Chow(1) Yes All n/a n/a n/a n/a
David Challen Yes All All n/a All n/a
Chris Fay Yes All All All All n/a
Bobby Godsell(1) No All n/a All n/a n/a
Sir Rob Margetts Yes 8 n/a n/a All All
Karel Van Miert Yes All All n/a n/a 2
Nicky Oppenheimer No 7 n/a n/a n/a 2
Fred Phaswana Yes 8 All n/a n/a All
Mamphela Ramphele Yes 8 n/a 3 n/a 2
Peter Woicke Yes All 2 All n/a All
(1)
Meetings attended prior to retirement or since appointment.

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