The Board Committees assist the Board in executing its duties and exercising its powers. The Board delegates to each committee the authority required to enable it to fulfil its functions through formal Board-approved terms of reference. The Board does not discharge its responsibility by delegating its authority to the Board Committees
The Board has established the following sub-committees to assist in the discharge of its duties:
- The Board Audit and Risk Committee
- The Board Human Capital & Nominations Committee
- Social & Ethics Committee and
- The Board Technical Committee
For the sake of transparency and full disclosure, the Chairman of each Board Committee reports formally to the Board at each Board meeting on all matters within its duties and responsibilities, including recommendations made by the committee.
Board Audit and Risk Committee
The Board Audit and Risk Committee assists the Board in carrying out its
responsibilities to stakeholders in respect of the company’s accounting,
auditing, internal control, Compliance, IT, Risks and reporting practices. The
Board Audit and Risk Committee consist of two independent non-executive
directors and two non-executive directors. The Chief Executive Officer, Group
Internal Audit Manager and representatives from the external auditors,
executives and management attend the meetings of the committee by invitation.
The committee is authorised by the Board to examine any internal audit report and financial information it wishes to, and can instruct the management of Foskor, the internal auditors or the external auditors to conduct any investigation it considers necessary. Both the internal and external auditors have unrestricted access to the committee, which meets at least once every quarter. The Board Audit and Risk Committee operate in accordance with a formal Board Audit and Risk Committee Charter.
Board Human Capital & Nomination Committee
This committee oversees the human capital, social and ethical aspects of company operations.
Human Capital Oversight
The Committee considers, before submission to the Board, the general
remuneration policy of Foskor and proposed adjustments to the policy. The
Committee is also responsible for the approval of the executive remuneration
packages and incentives as delegated to the Committee by the Board of
Directors, and for determining the remuneration package and incentives of the
CEO. The Committee also considers the composition of the staff complement,
staff transformation and succession planning.
The Committee reviews the human capital policies of the company and any
other matters related to human capital management referred to it by the Board
of Directors. The Committee reports regularly to the Board of Directors.
Social and Ethics Committee
The Committee monitors compliance with Foskor's Code of Ethics, employment equity legislation, and any of the company's activities relating to the following:
- Social and economic development, including the company's standing in terms of the goals and purposes of the Employment Equity Act, the Broad-Based Black Economic Empowerment Act and others;
- Good corporate citizenship, including the company's promotion of equality, prevention of unfair discrimination and reduction of corruption;
- The environment, health and public safety, including the impact of the company's activities and of its products and services;
- Consumer relationships, including the company's advertising, public relations, and compliance with consumer protection laws; and
- Labour and employment, including the company's employment relationships, and its contribution to the educational development of its employees.
The Committee reports to shareholders at the company’s Annual General Meeting on the matters within its mandate.
Board Technical Committee
The Board Technical Committee advises the Board on technical, safety, health and environmental issues as well as the risks relating to the Foskor Group’s production processes and projects. The Committee has no executive management responsibility but provides guidance and support to help management maintain the company’s sustainability and success.