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Board composition and directors' independence

The Board is chaired by Sir John Parker who succeeded Sir Mark Moody-Stuart in August 2009. The chairman is responsible for leading the Board and for its effectiveness. Cynthia Carroll is the chief executive and is responsible for the execution of strategy and the day-to-day management of the Group, supported by the Group Management Committee (GMC) and the Executive Committee (ExCo), both of which she chairs. The Company has adopted the Statement of Division of Responsibilities between the Chairman and the Chief Executive promulgated by the Institute of Chartered Secretaries and Administrators. The functions and membership of GMC and ExCo are set out in Executive management. David Challen has been the senior independent non-executive director since 2008. The senior independent non-executive director is available to shareholders as an alternative to the chairman or chief executive and in this capacity met with representatives of major shareholders of the Group in 2009. The Board has a strong independent element and currently comprises, in addition to the chairman, two executive and 10 non-executive directors, nine of whom are independent according to the definition contained in the Code. The independent directors are indicated within the table below, and full biographical details for each director are given in The Board. The letters of appointment of the non-executive directors and the executives' service contracts are available for inspection at the registered office of the Company.

The Company is conscious of the need to maintain an appropriate mix of skills and experience on the Board, and to progressively refresh its composition over time, and, in this connection, four new non-executive directors were appointed to the board during 2009. Sir John Parker was appointed as Chairman of the Group and Sir Philip Hampton, Jack Thompson and Ray O'Rourke joined the board in the latter part of 2009.

Since January 2009 two independent non-executive directors have left the board. Sadly, Karel Van Miert passed away in June 2009 and Fred Phaswana resigned from the board on 1 January 2010. Sir Mark Moody-Stuart, a non-independent non-executive director has also left the Board. The Committee memberships were substantially refreshed in 2009 incorporating changes that resulted in a fully independent Nomination Committee.

Cynthia Carroll and Nicky Oppenheimer will be proposed for re-election at the AGM on 22 April 2010. Sir John Parker, Sir Philip Hampton, Jack Thompson and Ray O'Rourke will be proposed for election at the AGM. Cynthia Carroll is the Chief Executive of Anglo American plc, chairs the ExCo and GMC and is a member of the S&SD Committee. Nicky Oppenheimer has been on the board since 1999 and brings a wealth of knowledge of the Group and is considered to be an effective and committed member of the board. Sir John Parker is the newly appointed chairman of Anglo American plc, chairman of the Nomination Committee and sits on the S&SD Committee. Sir John is recognised as a highly experienced and independent chairman, has chaired four FTSE 100 companies and brings leadership experience across a range of industries in many countries, including in South Africa. Jack Thompson is an independent non-executive director and member of the S&SD Committee. He brings experience gained at all levels of the mining industry and has received wide recognition as a mining engineer. Jack Thompson also has extensive boardroom experience in executive and non-executive roles. Sir Philip Hampton and Ray O'Rourke are both independent non-executive directors. Sir Philip brings financial, strategic and boardroom experience across a number of industries and Ray O'Rourke has a proven track record in delivering complex and large scale projects around the world, mobilising large numbers of people with great success and applying leading project management practices.

None of the non-executive directors has served concurrently with an executive director for more than five years.

Since January 2009, four independent non-executive directors have been appointed; Fred Phaswana and Karl Van Miert (both independent non-executive directors) and Sir Mark Moody-Stuart, a non-independent non-executive director have left the board. The Company considers that its programme of progressively refreshing the composition of the Board remains effective.

Of the directors who were unable to attend one of the board meetings each during 2009, Sir Rob Margetts was unable to attend due to a clash of meetings as a result of the Company's board meeting being convened at short notice, David Challen was unable to attend due to illness and Chris Fay was in transit from the US to the UK (again, the relevant meeting was convened at short notice). Nicky Oppenheimer was obliged to attend a court hearing and Fred Phaswana was obliged to attend a Standard Bank board meeting as the new chairman and had already given notice of his resignation from the Anglo American plc board at that time.

Board and Committee meetings - frequency and attendance

  Independent in
terms of code
Sir John Parker(1) n/a All n/a All n/a All
Sir Mark Moody-Stuart(1) n/a All n/a All All All
Cynthia Carroll No All n/a 4 n/a n/a
René Médori No All n/a n/a n/a n/a
David Challen Yes 6 All n/a 2 All
Sir C K Chow Yes All n/a n/a All All
Chris Fay Yes 6 All All 0(3) n/a
Sir Philip Hampton(1) Yes All n/a n/a n/a n/a
Sir Rob Margetts Yes 6 n/a n/a All All
Karel Van Miert(2) Yes All All n/a n/a All
Nicky Oppenheimer No 6 n/a n/a n/a 1(4)
Ray O'Rourke Yes n/a n/a n/a n/a n/a
Fred Phaswana Yes 6 2 n/a n/a All
Mamphela Ramphele Yes All n/a All n/a All
Jack Thompson(1) Yes All n/a n/a n/a n/a
Peter Woicke Yes All All 4 All All
Meetings attended prior to retirement or since appointment.
Deceased June 2009.
Missed one meeting prior to leaving the Committee.
Attended one out of two Nomination Committee meetings held prior to leaving the Committee.

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Annual Report 2009