Circular to Amplats Shareholders - Anglo American Platinum

• Induction of new Directors.• Evaluation of Directors.• Matters reserved for the Board.• Relationship between staff and external advisers.• Unrestricted access to Company records.• Board meetings and procedures.• Executive succession planning.The Board and management continually review and enhance the systems of control and governance to ensurethat the Group’s business is managed ethically and within prudent risk parameters, in line with internationallyaccepted standards of best practice. The Corporate Governance Committee from time to time, monitorsand deliberates on changes to the legislative and statutory environment, new business policies and mattersof compliance. This ensures that the Board is kept apprised of new developments, and monitors and supportsgovernance and sound business practice in the organisation. The terms of reference of the Board and Boardcommittees, roles and responsibilities of the Directors, as well as the Company’s Business Integrity Policy forDirectors and employees, are detailed and updated as necessary and are available on the Company’s website.COMMITTEESThe Board has established a number of standing committees, which are ultimately accountable to the Boardand Amplats Shareholders. These committees assist the Board by focusing on specialist areas. The BoardCommittees meet independently and provide feedback to the main Board through their chairmen. The rolesand representation of these sub-committees are listed in the table on page s 54 and 55.Except for the chairman, who receives a single inclusive fee, the Board and Board sub-committee chairmenand members are paid a flat fee per annum, as recommended by the Executive Committee, noted by theRemuneration Committee and approved by the Board of Directors and Amplats Shareholders. This feeencompasses the responsibility of ensuring that each sub-committee attains its core objectives in line witheach committee’s terms of reference.Amplats’ executives are evaluated – and remunerated and rewarded – based on targets, key performanceindicators and corporate objective weightings that include safety and sustainable development criteria. See theannual report for the detailed Remuneration Report.Evaluation of the performance of all Board members and members of sub-committees is formally conductedannually. This evaluation process was conducted internally during 2011 and it assessed the Board of Directorsand sub-committees based on a self-evaluation process, and specific questions and criteria. Each directoris encouraged to focus on his or her personal perception of the Board as a whole, the performance of BoardCommittees, the CEO and the FD. It was deemed inappropriate in 2011 to assess the performance of the newlyappointed chairman and deputy chairman (based on their short term in office).A comprehensive report and feedback are delivered on the results of the assessments to assist the Boardin becoming more effective.In addition to the sub-committees of the Board below, the Executive Committee (Exco) chaired by the CEOcomprising Directors of wholly -owned subsidiary company, Anglo Platinum Management Services ProprietaryLimited, provides the major portion of the financial, technical and administrative advisory services to theCompany. The Operations Committee (Opsco) also chaired by the CEO is constituted of the heads of alldepartments. Opsco meets on a monthly basis to review the operating performance of the Company.53