Board and board committees

Foskor has a unitary Board to achieve the desired level of objectivity and independence in Board deliberations and decision-making.

All directors have unlimited access to the advice and services offered by the company secretariat, responsible for compliance with Board procedures.

The following sub-committees assist the Board to discharge its duties:

• Board Human Resources Committee (BHRC);
• Board Technical Committee (BTC); and
• Board Audit and Risk Committee (BARC).

The Board retains full and effective control of the company by monitoring executive management’s implementation of policies and strategies. The Board sets targets and measures the company’s performance at regular intervals.

The Executive Committee

Foskor’s Executive Committee (Exco) executes plans drawn from the strategic direction and advice afforded them by the Board. The executives are responsible for the day-to-day running of the operations, enforcing fiscal and managerial discipline, overseeing controls and delivering the Board’s mandates.

Board Human Resources Committee

The Board Human Resources Committee (BHRC) is governed by a Charter, which constitutes the BHRC as a sub-committee of Foskor’s Board. Committee members are all also governing Board members; the BHRC comprises four non-executive directors and Foskor’s CEO. The Chair of the BHRC is appointed by Foskor’s governing Board, and may not also be the Chair of Foskor’s Board. The group executive responsible for human resources attends by invitation. The BHRC may, in consultation with the Chairman of Foskor’s Board of directors and the Company Secretary, obtain external or other independent professional advice when deemed necessary.

The BHRC Chairperson may also invite auditors or any member of the Board of directors to attend meetings of the BHRC. Foskor’s Board has the power to remove any BHRC members and to fill such vacancies when appropriate.

The BHRC meets at least four times per annum. The Company Secretary is the BHRC’s secretary who serves notice of every meeting, confirming the venue, time, date and agenda at least five working days prior to a meeting. Minutes taken at each meeting are circulated to Foskor’s Board two weeks prior to a Board meeting. The BHRC Chairperson presents its findings and recommendations to Foskor’s Board for ratification or approval.

The BHRC’s responsibilities include the following:

• Reviewing and debating submissions to the Foskor Board on the general remuneration policy and proposed adjustments thereto;
• Approving the remuneration packages and incentives of the executive management team, including those of the CEO;
• Considering matters of staff composition and transformation, identifying skills, and analysing and addressing gaps in terms of gender, age, seniority and ethnicity;
• Considering succession planning for the CEO and subordinates;
• Monitoring compliance with the company’s code of ethics;
• Reviewing human capital matters;
• Monitoring compliance with employment equity and other relevant legislation; and
• Revising human resources policies when deemed necessary.

Board Technical Committee

Foskor’s Board established the Board Technical Committee (BTC) as a sub-committee to assist the Board in its fiduciary duties, specifically in the areas where specialised technical skills are required: for example, operations management; safety, health and environment (SHE) management; and capital project evaluations. The BTC considers complex operational and technical aspects of the business, and reviews capital projects from inception to completion. Furthermore, it evaluates new strategic expansion projects and ensures compliance with world-class SHE management principles.

The BTC comprises three non-executive directors and Foskor’s CEO. They are supported by the Vice Presidents of the operations and the Vice President of the Strategy and New Business Development Division.

Board Audit and Risk Committee

The Board Audit and Risk Committee (BARC) assists the Board with the company’s accounting, auditing, internal control and financial reporting practices. The BARC comprises three non-executive directors and Foskor’s CEO. The Chief Financial Officer, the group Internal Audit Manager and representatives from the external auditors, nominated executives and members of management attend meetings by invitation.

The BARC is authorised by the Board to access any internal audit reports and financial statements and can instruct either Foskor’s management or the auditors to conduct an investigation if deemed necessary. The auditors have unrestricted access to the BARC, which meets at least once every quarter. The BARC is guided by the BARC Charter.

The committee executes its accounting, auditing, internal control and financial reporting duties as mandated.

These duties include:

• Evaluating financial functions, internal controls and risk management;
• Reviewing the Audit Plan from the external auditors;
• Revising, with management, accounting and operational controls;
• Discussing correspondence on compliance from regulatory authorities;
• Assessing the duties and responsibilities of the Board of directors of Foskor and its subsidiaries;
• Examining the adequacy and overall effectiveness of the group’s system of internal control and the implementation thereof;
• Evaluating the risk profile of the group;
• Appraising the effectiveness of the internal audit function, internal accounting control systems, and financial management, as well as the group’s IT controls;
• Reviewing matters relating to potential conflicts of interest or breaches of corporate ethics;
• Checking the accounting policies adopted and the adequacy of disclosures by the group in terms of Generally Accepted Accounting Principles and the International Financial Reporting Standards (IFRS);
• Deliberating on the impact of new legislation on Foskor’s affairs;
• Evaluating transactions entered into by the group that effect changes to the control structure of the company and its subsidiaries;
• Investigating reports on major defalcations as well as irregularities and incidents of fraud;
• Examining enterprise wide risk management issues;
• Considering the appropriateness and achievability of budget targets and forecasts;
• Monitoring compliance with the Companies Act, all other applicable legislation and the Code of Corporate Practices and Conduct;
• Ensuring compliance with statutes, internal policies and procedures; and
• Vetting controls, record keeping, audit processes and overall financial management.