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| Directors' Report |
| CORPORATE CODE OF CONDUCT |
Anglo Platinum espouses principles of the highest ethical, moral and legal standards and endorses values of honesty
and integrity. It promotes and encourages work ethic, value-based management and adherence to sound business
principles all encapsulated in the Code of Conduct and Policy on Business Ethics. A separate policy deals with
Declaration of Business Interests so as to avoid conflicts of interest as well as the Company's stance on acceptance
of gifts, hospitality and gratuities.
Having regard to the provisions of the JSE Listings Requirements and the Securities Services Act, the Company
enforces 'closed periods' prior to the publication of its interim and financial results, during which directors, officers
and other employees of the Group may not deal in the shares or other instruments pertaining to the shares of the
Company. This principle is also applied at other times whenever warranted by circumstances.
The Anglo Platinum Board decided to reduce the number of executive directors to include only the chief executive
officer and chief financial officer and to increase the number of independent non-executive directors. The following
executive directors resigned from the Board but remained members of the Executive Committee and retained their
respective portfolio: Sandy Wood – executive head: commercial, Mike Halhead – executive head: process, Abe
Thebyane – executive head: human resources.
Pieter Louw – executive head: mining assumed the responsibilities of Robin Mills who retired from Anglo Platinum at
the end of September 2007. July Ndlovu officially assumed Mike Halhead's responsibilities when he retired at the end
of December 2007 as executive head: process. Both Pieter and July were appointed members of the Executive
Committee.
Francis Petersen – executive head: strategy retained his responsibilities for Strategic Long-term Planning, Safety &
Sustainable Development and Strategic Projects.
Mary-Jane Morifi was appointed executive head: corporate affairs with responsibilities for Communications,
Government Relations and Community Engagement and assumed her responsibilities as a member of the Executive
Committee on 1 November 2007.
Norman Mbazima and Duncan Wanblad were appointed joint acting chief executive officer, following the resignation of
Ralph Havenstein and will continue to act in this capacity until the appointment of a new chief executive officer is
announced. |
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| DIRECTORATE |
David Hathorn resigned as a non-executive director on 14 February 2007. Richard Pilkington resigned as alternate
director on 23 February 2007. On 31 March 2007 Cynthia Carroll and René Médori were appointed as nonexecutive
directors, and Roeland van Kerckhoven retired as executive director. Dave Barber resigned and Tony Trahar
and Colin Brayshaw retired as non-executive directors on 31 March 2007. Pursuant to the resignation of David
Barber, John Williams resigned as an alternate director. Following Bill Nairn's retirement as an non-executive director
on 27 July 2007 and the appointment of Russell King as a non-executive director in his stead, Harry Calver resigned
as an alternate director. Ralph Havenstein resigned as a director and chief executive officer of the Company on
31 August 2007. Robin Mills retired as a director with effect from 30 September 2007 and Chris Sheppard resigned
as an alternate director. Mike Halhead, Abe Thebyane and Sandy Wood resigned as executive directors on 9 October
2007 and continued as executive heads. Mike Halhead retired on 31 December 2007 and was succeeded by July
Ndlovu as executive head: process. On 2 November 2007 Hixonia Nyasulu resigned as a non-executive director.
Sonja Sebotsa and Valli Moosa were appointed as independent non-executive directors on 23 January 2008.
In terms of the articles of association, Mesdames C B Carroll and S E N Sebotsa and Messrs R J King, R Médori,
M V Moosa, A E Redman and D G Wanblad retire as directors at the forthcoming annual general meeting and, being
eligible, are available for re-election.
Details on how The Board is currently constituted. |
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| INTERESTS OF DIRECTORS |
| The shareholdings of the directors and alternate directors in the ordinary and preference shares of the Company at
31 December 2007, which did not individually exceed 1% of the Company's issued share capital, were: |
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Number of ordinary shares held |
Number of preference shares held |
| |
2007 |
2006 |
2007 |
2006 |
| Dave Barber† |
— |
200 |
37 |
37 |
| Colin Brayshaw* |
— |
700 |
— |
— |
| Mike Halhead* |
— |
1,086 |
— |
— |
| Ralph Havenstein† |
— |
2,715 |
— |
— |
| Richard Dunne |
1,000 |
1,000 |
— |
— |
| Norman Mbazima |
928 |
— |
— |
— |
| Robin Mills* |
— |
1,150 |
— |
— |
| Abe Thebyane† |
— |
658 |
— |
— |
| Roeland van Kerckhoven* |
— |
1,297 |
— |
— |
| Duncan Wanblad |
1,362 |
1,031 |
— |
— |
| Tom Wixley |
319 |
300 |
— |
55 |
| Sandy Wood† |
— |
1,454 |
— |
— |
| Total |
3,609 |
11,591 |
37 |
92 |
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Included in the above are 1,141 shares purchased by executive directors on 1 March 2007 at a price of R1,031.43 in
terms of the deferred bonus plan. If these shares are held for three years, they will be matched by the Company on
a one-for-one basis (or in such specified ratio as determined by the Remuneration Committee), conditional upon the
executive directors' continued employment.
In addition to the above, the executive directors who held office on 31 December 2007 held 20,634 options to
acquire ordinary shares at an average price of R250.34 in the Company in terms of the old scheme, 7,474 rights (cash
based) in terms of the Executive Share Appreciation Scheme at an average price of R230.21; 14,541 options to
acquire ordinary shares in the Company in terms of the Executive Share Option Scheme at an average price of
R759.70 and 22,015 awards to acquire shares in the Company in terms of the Long-term Incentive Plan. (for more details on these schemes refer to the Remuneration Report.)
Since year end, none of the directors exercised any options to acquire shares.
No other change in the interests set out above has taken place between 31 December 2007 and the date of this
report.
Save for the interest set out above, no arrangements to which the Company was a party existed at the end of the
financial year, or at any time during the year, that would have enabled the directors or their families to acquire benefits
by means of the acquisition of shares in the Company.
There were no contracts of any significance during or at the end of the financial year in which any directors or
alternate directors of the Company were materially interested. |
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| DIRECTORS’ REMUNERATION |
| Details of directors' remuneration are set out in the Remuneration Report. |
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| SHARES REPURCHASED |
| No share repurchases took place during the year under review. |
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| INTERNAL AUDIT |
| Anglo Platinum's internal audit function is performed by Anglo Business Assurance Services, which reports to the Audit
Committee. |
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