SAFETY, HEALTH AND ENVIRONMENTAL COMMITTEE TERMS OF REFERENCE

Transcription

1 SAFETY, HEALTH AND ENVIRONMENTAL COMMITTEE TERMS OF REFERENCE Keaton Energy Holdings Limited subscribes to best practice principles of corporate governance and therefore approves the following terms of reference. 1. PREAMBLE 1.1. The Safety, Health and Environmental Committee ( the Committee ) of Keaton Energy Holdings Limited ( the Company ) is hereby constituted in terms of principle 2.23 of the King Report on Governance for South Africa, 2009 ( King III ) as a Committee of the Board of directors of the Company ( the Board ) in respect of all duties assigned to it as more fully set out below. 1.2 The scope of the Committee s activities extends to all relevant operations of the Company and any company or companies that are subsidiaries of the Company ( the Group ), and is subject to the Board s approved delegation of authority framework. 1.3 These ( ToR ) are subject to the provisions of the Companies Act, 71 of 2008 ( the Act ) read with the Regulations, the Company's Memorandum of Incorporation ( the MOI ), the JSE Limited Listings Requirements and any other applicable law or regulatory provision. 2. OBJECTIVE The objective of the Safety, Health and Environmental Committee is to assist the Board to ensure the Company continuously considers the safety and health of its employees and others as well as the impact it has on the environment as well as the mitigation thereof. 3. RESPONSIBILITIES 3.1 To develop the framework, policies and guidelines for safety, health and environmental management. 3.2 To review the policies and performances of the Company and its subsidiaries and the progressive implementation of its safety, health and environmental policies. 3.3 To receive reports covering matters relating to substantive safety, health and environmental risks and liabilities. 3.4 To monitor key indicators on accidents and incidents and, where appropriate, ensure that such information is communicated. 3.5 To consider substantive national and international regulatory and technical developments in the fields of safety, health and environmental management. 3.6 To facilitate participation, co-operation and consultation on safety, health and environmental matters of governments, super national authorities, other companies and other safety, health and environmental bodies. Reviewed Page 1

2 4. MEMBERSHIP 4.1 The Committee shall be appointed by the Board and shall comprise of a Chairman and at least 2 other members. The Board shall have the power at any time to remove any members from the Committee and to fill any vacancies created by such removal. 4.2 The Board will appoint the Committee Chairman and determine the period for which he/she shall hold office. 4.3 The members of the Committee shall include the Chief Executive Officer and an independent non-executive director. 4.4 Care should be taken to minimise the risk of any conflict of interest that might be seen to give rise to an unacceptable influence. 4.5 The Committee may ask directors of the Company and any relevant senior management to attend meetings either regularly or by invitation for the purpose of providing information and explanations to The Committee, but without exerting influence on the decision making of the Committee. The invitees shall have no automatic right of attendance. 5. MEETINGS 5.1 Frequency The Committee must hold sufficient scheduled meetings in order to discharge all of its duties and will meet at least 4 (four) times a year, or more frequently as circumstances dictate Meetings should be held prior to Board meetings and correspond with major phases of the financial reporting, external audit and internal audit cycles Any member of the Committee, the Chief Executive Officer, Chief Financial Officer, other members of senior management or the Board may request meetings in addition to those scheduled if deemed necessary and a meeting will then be arranged in consultation with and on approval by the Chairman of the Committee. 5.2 Notice, Agenda and Minutes The Company Secretary of the Company shall be the Secretary of the Committee The Company Secretary shall, in consultation with the Chairman of the Committee, draft an agenda for the forthcoming Committee meeting, which shall be circulated, with supporting documentation and a notice of the Committee meeting, to the members of the Committee (and where applicable to anyone invited to attend the meeting) at least (5) five days prior to forthcoming meeting unless circumstances dictate otherwise, so as to provide members of the Committee (and where applicable to anyone invited to attend the meeting) with reasonable notice of the meeting and of the business to be conducted at the meeting. Reviewed Page 2

3 5.2.3 The Company Secretary shall attend and minute all Committee meetings. In his/her absence, the Committee Chairman may appoint any person to act as the Secretary of the Committee at a meeting of the Committee The minutes of the Committee meetings shall be completed as soon as possible, and shall be forwarded to the Committee Chairman for review prior to circulation thereof to all members of the Committee. The minutes must be formally approved by the Committee at the next meeting thereof The Chairman of the Committee will provide feedback at the meetings of the Board on the Committee s recent activities The Committee must establish an annual work plan for each year to ensure that all relevant matters are covered by the agendas of the meetings planned for the year. The annual work plan must ensure proper coverage of the matters laid out in these ToR. The more critical matters will need to be attended to each year while other matters may be dealt with on a rotation basis over a three-year period. The number, timing and length of meetings, and the agendas are to be determined in accordance with the annual plan. 5.3 Attendance The Mine Managers and the Safety Managers for both operations as well as the Chief Operating Officer will be standing invitees to Committee meetings Other members of senior management and risk management experts may attend the Committee meetings on invitation from the Committee Chairman Other Board members shall have the right of attendance, with the prior consent of the Chairman of the Committee Should any Committee member not be able to attend a scheduled Committee meeting, including meetings called on an ad hoc basis for special matters, such member should prior to such Committee meeting provide the Committee Chairman, or in the Chairman s absence, the Company Secretary, with an apology for their absence at the meeting If the nominated Chairman is absent from the meeting, the members present must elect one of the members present to act as Chairman. 5.4 Quorum A quorum shall be a majority of members present in person or via telecommunication facilities Persons who are in attendance at Committee meetings by invitation do not form part of the quorum for Committee meetings. Such persons may, however, participate in discussions held at Committee meetings but may not vote. Reviewed Page 3

4 5.5 Resolutions 6. AUTHORITY Each member of the Committee has 1 (one) vote on a matter before the Committee and a majority of the votes cast on a resolution at a Committee meeting is sufficient to approve that resolution A resolution in writing ( round robin resolution ) signed by a majority of the members of the Committee at the time when such resolution is released for signature, shall be as valid and effectual as if it has been passed at a duly constituted meeting of the Committee, provided that each member of the Committee shall have received notice of the matter to be decided and, thereby, have been afforded a reasonable opportunity to express an opinion on the matter to which such resolution relates Any round robin resolution: may be signed or accepted in any electronic form and in any number of counterparts, all of which, taken together, shall constitute one and the same document; may, in signed or unsigned form, be conveyed or transmitted by telefax, or any other form of electronic means, subject to any conditions decided upon by the Committee The passing of round robin resolutions of the Committee must not detract from the requirements for frequency of Committee meetings as set out in these Terms of Reference All round robin resolutions should be tabled at the next Committee meeting for noting. 6.1 The Committee is authorised by the Board to investigate any activity within these ToR. It is authorised to seek any information it requires from any employee of the Company. All employees are instructed to co-operate with any request made by the Committee, subject to a Board approved process. 6.2 The Committee will have reasonable access to the Company s records, facilities and any other resources necessary to discharge its duties and responsibilities subject to following the Board approved process. 6.3 The Committee is authorised by the Board to obtain independent outside legal or other independent professional advice (subject to a Board approved process being followed) and to secure the attendance of outsiders with relevant experience and expertise if deemed necessary. 6.4 The Company shall meet all expenses reasonably incurred by the Committee in the fulfilling of its duties, including the payment of a fee to Committee members as determined by the Board from time to time, subject to board approval. Reviewed Page 4

5 6.5 The Committee shall report to the Board subsequent to every Committee meeting. 7. REPORTING PROCEDURE 7.1 The Company shall disclose in its Integrated Annual Report whether or not the Committee has adopted these formal and if so whether or not the Committee satisfied its responsibilities for the year in compliance with its Terms of Reference. 7.2 Membership of the Committee and attendance at Committee meetings shall be disclosed in the Company s Integrated Report. 8. COMMITTEE EVALUATION 8.1 The Board should annually conduct a performance evaluation on the Committee s performance in terms of its composition, mandate and effectivenss. 8.2 After completing its evaluation, the Committee should review the results with the Board, so that appropriate action can be taken on any recommendations resulting from the review. 8.3 The Committee must review and reassess the adequacy of these ToR from time to time (at least every second year) and must recommend to the Board any improvements to these ToR that the Committee considers necessary. APPROVED BY THE COMMITTEE APPROVED BY THE BOARD CHAIRMAN OF COMMITTEE DATE: CHAIRMAN OF THE BOARD DATE: Reviewed Page 5