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| Directors' Report |
The directors have pleasure in submitting their report on the annual financial statements of the Group and the
Company for the year ended 31 December 2007.
In the context of the financial statements, the term 'Group' refers to the Company, its subsidiaries, associates and joint
ventures.
The directors are of the opinion that stakeholder interests are best served by separately presenting the Group's
annual financial statements from those of the Company. The latter financial statements appear in Appendix 1. |
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| FINANCIAL RESULTS AND NATURE OF BUSINESS |
| The financial statements fully set out the financial results of the Company and the Group. The Company is the holding
company of the Group. The nature of the Group's business is described in the scope at the front of this Business
Report. |
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| LISTINGS |
The abbreviated name under which the Company is listed on the JSE Limited (JSE) is 'AngloPlat' and the Company's
JSE Clearing House Code is 'AMS' for the ordinary shares and 'AMSP' for the preference shares. The Company, which
is the sole listed entity for the Group, also has a secondary listing on The Stock Exchange, London.
International Depositary Receipts in respect of the Company's shares are listed on the Brussels Bourse. These
depositary receipts are issued by SOGÉS–DEWAAY, the issuing company of Bank Brussels Lambert SA. |
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| COMPLIANCE WITH ACCOUNTING STANDARDS |
| The Group's and the Company's annual financial statements comply with International Financial Reporting Standards,
as well as South African Statements of Generally Accepted Accounting Practice, the South African Companies Act
and the JSE's Listings Requirements. |
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| REPORTING IN UNITED STATES DOLLARS |
| For the convenience of users, the income statement, balance sheet and cash flow statement of the Group have been
translated into United States dollars. |
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| ORDINARY DIVIDENDS |
| The Company's dividend policy is to declare an interim and a final dividend in respect of each financial year. At its
discretion, the Board may declare a special dividend where appropriate. |
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| Interim dividend |
On Friday, 27 July 2007, the Board declared an interim cash dividend (number 109) of 2,900 cents per ordinary share
(2006: 1,400 cents) to shareholders reflected in the register of the Company on Friday, 24 August 2007.
This dividend was paid on Monday, 27 August 2007. |
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| Final dividend |
| On Thursday, 7 February 2008, the Board declared a final cash dividend (number 110) of 2,300 cents per ordinary
share (2006: 3,900 cents) to shareholders reflected in the register of the Company on Friday, 14 March 2008. |
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| Salient dates for the final dividend |
2008 |
| Last date to trade (cum dividend) |
Friday, 7 March |
| First date of trading (ex dividend) |
Monday, 10 March |
| Currency conversion date (for sterling payments from London) |
Monday, 10 March |
| Record date |
Friday, 14 March |
| Payment date |
Monday, 17 March |
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| Total dividends for the year in respect of ordinary shares |
The abovementioned interim and final dividends resulted in dividends for the year totalling 5,200 cents per ordinary
share (2006: 5,300 cents).
The Board is satisfied that the capital remaining after the payment of the final dividend, together with anticipated
borrowings, will be sufficient to support current operations and to facilitate future development of the business. |
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| PREFERENCE SHARES |
On 10 May 2004, a renounceable rights offer was made to shareholders by the Company of 40,000,000 preference
shares with a par value of one cent each at an issue price of R100 per preference share, in the ratio of 18,4249
preference shares for every 100 ordinary shares held in the Company at the close of business on Friday, 7 May 2004.
The rights offer was fully taken up.
During the year, a total of 7,675,824 preference shares have been converted to 2,669,952 ordinary shares (2006:
a total of 30,258,084 preference shares were converted to 10,490,618 ordinary shares).
Since the year end, a further 528,712 preference shares have been converted to186,006 ordinary shares.
As the ordinary dividend cover in respect of the 2007 dividends is less than 1.4 times, it is necessary to adjust
the conversion price to be used when convertible preference shares are converted into ordinary shares. Currently
the conversion price is R284.24 or 35.18154 ordinary shares for each 100 convertible preference shares converted.
The revised ratio will be based on the volume weighted average traded price of Anglo Platinum ordinary shares on
the JSE Limited for the five business days ended Friday, 7 March 2008 and will be published on SENS and in the press
once this has been determined. |
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| Preference dividends (Nos 6 and 7) |
The JSE granted a ruling allowing the Company to pay preference dividends on the dividend dates, being 31 May and
30 November each year, regardless of which other, later dates would apply if the standard procedures were followed.
This avoids prejudice to the Company or preference shareholders in respect of dividend payments being made
before/after the calculation date.
Accordingly, on Friday, 4 May 2007, the Board declared a preference dividend (No 6) of 318 cents per preference
share (calculated for the period 1 December 2006 to 31 May 2007) (2006: 318 cents) to preference shareholders
reflected in the register of the Company on Friday, 25 May 2007 and paid on Thursday, 31 May 2007.
On Friday, 26 October 2007, the Board declared a preference dividend (No 7) of 320 cents per preference share
(calculated for the period 1 June to 30 November 2007) (2006: 320 cents) to preference shareholders reflected in
the register of the Company on Friday, 23 November and paid on Friday, 30 November 2007. |
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| CORPORATE GOVERNANCE |
Anglo Platinum maintains sound corporate governance as a core business principle.
The Board reaffirms its commitment to the principles and cornerstones of sound governance. It ensures that the
Group's business is conducted in accordance with high standards of corporate governance, within the predetermined
parameters of risk management and control and in accordance with local and internationally accepted corporate
practice. This, in turn, ensures conformance and compliance without impeding business performance. These standards
are well embedded in the Group's system of internal controls, which comply with King II recommendations.
The Board considers that the Company and its subsidiaries complied during the financial year with the principles of
the Code of Corporate Practices and Conduct contained in the 2002 King Committee Report on Corporate
governance (King II), except in regard to the composition of the Remuneration and Nomination committees that
comprise non-executive directors but not solely independent non-executive directors.
The Board and management actively and continuously review and enhance the systems of control and governance
to ensure the Group's business is managed ethically and within prudent risk parameters in line with internationally
accepted standards of best practice. |
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| Directors’ responsibilities in respect of annual financial statements |
It is the responsibility of the directors of the Board in terms of section 286 of the Companies Act, 1973, as amended,
to compile annual financial statements and to lay them before the annual general meeting. These financial statements
are drawn up in conformity with International Financial Reporting Standards and South African Statements of
Generally Accepted Accounting Practice and the directors have taken all reasonable steps to secure compliance with
the provisions of the requirements of the Act.
With the advent of the Corporate Laws Amendment Act, No 24 of 1996, Anglo Platinum has revised its Audit
Committee Charter regarding the composition and functioning of the Audit Committee and has implemented the
requirements regarding segregation of duties and rotation of auditors. The Anglo Platinum Board of directors has
appointed an Audit Committee for the year ending 31 December 2008. The Audit Committee has nominated, Deloitte
& Touche as the Group's auditors for 2008 and has nominated Graeme Berry as the designated partner.
Particulars relating to the Group's internal controls and audit approach, as well as the role and function of the Audit
Committee, are set out in the section on Corporate Governance in Volume 2 of this annual report: the Sustainable
Development Report. The audit approach ensures a thorough comprehension of the Group's financial and business
objectives, as well as an analysis of the underlying systems and procedures.
The focus of risk management in the Group concentrates on identifying, assessing, managing and monitoring all known
forms of risk. While operating risk cannot be fully eliminated, the Group endeavours to minimise it by ensuring that
the appropriate infrastructure, controls, systems and ethics are applied throughout the Group and managed within
predetermined procedures and constraints.
The directors are of the opinion, based on the information and explanations given by management and the internal
auditors and on comment by the independent auditors on the results of their audit, that the internal controls are
adequate for ensuring: |
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the reliability and integrity of financial and operating information; |
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the compliance of established systems with policies, plans, procedures, laws and regulations; |
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the safeguarding of the Group’s assets against unauthorised use or disposition; |
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the economic, effective and efficient utilisation of resources; and |
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the achievement of established objectives and goals for operations or programmes. |
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Nothing has come to the attention of the directors to indicate that any material breakdown in the functioning of
these controls, procedures, or systems occurred during the year under review.
The internal auditors concur with these statements by the directors. While the external audit is not designed to
provide internal control assurance, the external auditors did not identify any material internal control weaknesses
during the course of their audit.
Accordingly, the financial records may be relied upon for preparing the financial statements and maintaining
accountability for assets and liabilities.
In preparing the financial statements, the Group complied with International Financial Reporting Standards and used
appropriate accounting policies, supported by reasonable and prudent judgements and estimates. The directors are
of the opinion that the financial statements fairly present the financial position of the Company and of the Group at
31 December 2007, and the results of the operations and cash flow information for the year then ended. The
directors have reviewed the Group's cash flow forecast for the year to 31 December 2008. After considering the
progress in the applications for new-order mining rights, which is due at the latest by 30 April 2009, and the action
plans with Eskom and government in dealing with electricity shortages, the Board is satisfied that the Group has
adequate resources to continue in operational existence for the foreseeable future. For this reason, the Group
continues to adopt the going-concern basis in preparing its financial statements.
The directors believe, as a result of the comprehensive structures and controls in place and the ongoing monitoring
of the activities of executive and operational management, that the Board maintains effective control over the
Group's affairs.
Details of the Group's corporate governance structures and practices are set out in Volume 2 of this annual report:
the Sustainable Development Report. |
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