Petra Diamonds Limited
Annual Report and Accounts 2013
58
Corporate Governance
The Report of the Board
The Role of the Board
In accordance with the provisions of the Code, Petra is headed
by an effective Board which remains committed to the
long-term success of the Company. There exists a clear
distinction of responsibilities between the Chairman
and the Chief Executive.
Assessment of Director independence
The Company’s Non-Executive Chairman, Adonis Pouroulis, is
not considered independent according to corporate governance
guidelines due to his having served as Chairman since the
incorporation of the Company in 1997, having acted as Chief
Executive Officer until 2005, having been granted options
under the 1997 and 2005 Executive Share Option Schemes and
being eligible to receive benefits of membership from the
Group’s life insurance scheme. However, as part of their Board
evaluation exercise in FY 2013, the Company’s iNEDs determined
that whilst not considered to be independent for the reasons
stated, Mr Pouroulis demonstrated integrity in judgement,
character and action. Furthermore, his contribution, leadership
and accumulated experience and track record of building
natural resource companies justified their recommendation
that shareholders support his re-election to the Board
at the Company’s forthcoming Annual General Meeting.
In accordance with the Code, the Board considers Mr Hamilton,
Mr Lowrie and Dr Bartlett to be independent. All three iNEDs
are independent of any relationship listed in the provisions of
the Code in FY 2013. None of the iNEDs received any fees from
the Company in FY 2013 other than their contractual iNED fees,
as set out on page 78 of the Directors’ Remuneration Report.
Dr Kamal, who resigned during FY 2013, was not considered to
be independent as he represented the Group’s largest shareholder.
Our Board
DIRECTORS’ EXPERIENCE/
BACKGROUNDS
Mining
4
Geology
2
Finance
4
Capital markets
4
Audit
2
Africa
6
BOARD COMPOSITION
Executive Directors
Independent
Non-Executive
Directors
Non-Executive
Director
Matters reserved for the Board
The Board has a formal schedule of matters reserved that can only be decided upon by the Board. This schedule is reviewed
and agreed upon by the Board each year. The key matters are:
$
vision and strategy;
$
production and trading results;
$
Financial Statements and reporting
(supported by the Audit Committee);
$
financial strategy, including debt and other
external financing sources;
$
budgets, expansion projects, capital
expenditure and business plans;
$
material acquisitions and divestments;
$
corporate governance and compliance
(supported by the Audit Committee);
$
risk management and internal controls
(supported by the Audit Committee);
$
material health, safety, social and environmental matters
(supported by the HSSE Committee);
$
appointments and succession plans
(supported by the Nomination Committee); and
$
remuneration (supported by the Remuneration Committee).
1...,50,51,52,53,54,55,56,57,58,59 61,62,63,64,65,66,67,68,69,70,...142