Wits Gold subscribes to the belief that sound business governance, ethical business practices, due respect for the social and environmental spaces in which a company operates and transparent stakeholder engagement necessarily underlie the continued success of any sustainable business. A full and up-to-date corporate governance report is available in our latest annual report.
Board of directors
The board of directors of Wits Gold has a unitary board structure but a clear allocation of responsibilities amongst the directors ensures balance of power and authority. It meets at least four times a year with additional meetings scheduled if and when required. The meetings follow a formal agenda to ensure that all substantive matters are addressed.
The board operates in accordance with the Company’s board charter and maintains full and effective control over the Company. Accountability rests with the board for ensuring financial and legislative compliance, and for decisions on matters of a material nature, including the Company’s financial and operating results, major acquisitions and disposals, large capital expenditure and the strategic direction of the business. In support of this responsibility, the directors have unrestricted access to information regarding the Company and its management and are authorised to seek professional advice concerning the affairs of Wits Gold, at the Company’s expense.
It is also responsible for monitoring implementation of Company strategy and developing the indicators against which the Company’s performance is measured.
The board of directors consists of two executive directors and four non-executive directors, three of whom are independent.
Certain functions of the board have been delegated to committees which operate according to charters approved by the board. The board elects the members of these committees and remains responsible for their effectiveness. These currently include:
- Audit and risk management committee
- Remuneration and nomination committee
- Executive committee.
Download the Board and committee charter (PDF - 259KB)
Governance and management systems
The board of directors endorses the Code of Corporate Practices and Conduct (the Code) as set out in King III, which became effective in 2010. It has analysed the recommendations in the revised Code and is implementing any necessary changes to enhance governance standards and, as far as possible, ensure compliance with the Code. The Company conducts annual compliance self-assessments and where it finds that the recommendations of the Code have not fully been applied, detailed explanations of the reason for non-compliance are provided in its annual report.
Company secretary
Among other duties, the company secretary is responsible for ensuring compliance with all statutory requirements, including the JSE Listings Requirements, and is required to table any changes to legislation for immediate consideration by the board. The board is responsible for the appointment of the company secretary.
Share dealing
Wits Gold has implemented a policy to guide directors, officers and defined employees on dealing in the Company’s securities, which has been set out in accordance with the JSE Listing Requirements. Strict adherence to the policy is monitored by the company secretary.
Conflict of interest
Wits Gold directors, executives and employees are required to sign annual declarations that they are not aware of any existing conflicts of interest that may exist as a result of any association they may maintain with any other company.
As soon as an individual becomes aware of any conflict of interest, he or she is required to disclose such conflict immediately and is precluded from voting on conflicted matters.
Internal control and risk management
The board is responsible for the identification and management of risks to the success of the Company’s strategic objectives. Wits Gold’s management team is in turn accountable to the board for implementing and monitoring the internal controls which are put in place with regard to the day-to-day running of the Company, to mitigate these risks, however it is also expected that, over time, the processes in place will be able to predict the unanticipated risks which threaten business performance.
Some risks to the Company that have been identified include:
- Locating commercially viable deposits;
- Raising the necessary finances to continue with exploration activities;
- Renewal of Prospecting Rights;
- Financing development at DBM so as to realise the greatest value for shareholders;
- Technical skills shortage in the mining industry which may impact on development;
- Obtaining a Mining Right; and
- Environmental management.
The Company’s system of internal control is designed to minimise the risk of failure and can therefore only provide reasonable assurance that risks are mitigated.
External auditor
The audit and risk management committee is responsible for recommending to the board an independent external auditor, whose appointment is approved by shareholders at the Company’s annual general meeting. The external auditor to Wits Gold is currently KPMG Inc. The audit and risk management committee is satisfied that they are independent from Wits Gold.
Code of business conduct and ethics
All directors, executives and employees of Wits Gold are required to sign the Company’s code of business conduct and ethics, which has been drawn up on the principles of diligence, honesty, integrity, transparency, accountability, responsibility and fairness.
Besides describing the behaviour required of all Wits Gold directors, officers and employees when engaging the Company’s stakeholders, the code of business conduct and ethics also indicates the consequences of contravention of the code.
Stakeholder engagement
Wits Gold has identified a range of internal and external stakeholders who have an interest in or are affected by the Company’s activities, and believes that open and equitable engagement with these stakeholders promotes trust between the Company and its constituents while identifying the material risks, challenges and opportunities and defining reasonable responsibility. Recognising and responding appropriately to the concerns of key stakeholders remains fundamental to business success. Wits Gold provides detailed reports of its stakeholder engagement in the Company’s annual report.
Due to its size and level of stakeholder engagement, the Company does not currently have a dispute resolution process in place.