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Board Committees

Audit & Risk Committee

The Audit & Risk Committee oversees the Group’s financial reporting, internal and external audit, internal control and risk management systems, and compliance, whistleblowing and fraud policies.

The Chairman of the Audit Committee is Gordon Hamilton and its members are Deborah Gudgeon (Chair-Designate), Octavia Matloa, Bernard Pryor and Varda Shine. The majority of the members of this Committee are considered independent in accordance with the recommendations of the UK Corporate Governance Code. Gordon Hamilton is considered to have the requisite financial experience given that he spent more than 30 years as a partner at Deloitte LLP primarily responsible for multinational and FTSE 100 listed company audits.

The Audit & Risk Committee meets formally at least twice a year and otherwise as required.

Audit & Risk Committee Charter

Remuneration Committee

The Remuneration Committee advises the Board on the remuneration of Executive directors and setting an overall policy for remunerating the Group’s employees.

The Remuneration Committee is chaired by Varda Shine and its members are Gordon Hamilton, Bernard Pryor, Deborah Gudgeon and Octavia Matloa. The majority of the members of this Committee are considered independent in accordance with the recommendations of the UK Corporate Governance Code.

The Remuneration Committee meets formally at least twice a year and otherwise as required.

Remuneration Committee Charter

Nomination Committee

The Nomination Committee leads the process for Board appointments and the re-election and succession of the Directors and the Chairman of the Board.

Petra’s Nomination Committee is chaired by Peter Hill and its members are Gordon Hamilton, Bernard Pryor, Octavia Matloa, Deborah Gudgeon and Varda Shine. The majority of the members of this Committee are considered independent in accordance with the recommendations of the UK Corporate Governance Code.

The Nomination Committee meets formally at least twice a year and otherwise as required.

Nomination Committee Charter

HSE Committee

The HSE Committee oversees the Group’s health, safety and environmental systems and policies, and the monitoring of compliance.

The Chairman of the HSE Committee is Bernard Pryor and its members are Richard Duffy, Johannes Bhatt and Varda Shine. The majority of the members of this Committee are considered independent in accordance with the recommendations of the UK Corporate Governance Code.

The HSE Committee meets formally at least twice a year and otherwise as required.

HSE Committee Charter

SED Committee

Petra’s Social, Ethics and Diversity Committee (“SED”) Committee oversees the Group’s social, ethics and diversity systems and policies and the monitoring of compliance.

The SED Committee is chaired by Octavia Matloa and its members are Richard Duffy, Alex Watson and Varda Shine. The majority of the members of this Committee are considered independent in accordance with the recommendations of the UK Corporate Governance Code.

The SED Committee meets formally at least twice a year and otherwise as required.

SED Committee Charter

ExECUTIVE Committee

Petra’s Executive Committee assists the CEO in the performance of his duties and in dealing with the day to day activities of the Company’s business.

The Executive Committee is chaired by Richard Duffy and its members are Jacques Breytenbach, Head of Group Marketing & Corporate Affairs, Group General Counsel, Head of Group Human Resources & Public Affairs, Projects Executive / Technical, General Manager Cullinan mine, General Manager Finsch Mine, General Manager Koffiefontein Mine and General Manager Williamson Mine.

Executive Committee Charter

Investment Committee

The Investment Committee makes recommendations to the Board on capital expenditure and investment proposals and monitors progress of major capital investments.

The Chairman of the Committee is Peter Hill and its members are Richard Duffy, Jacques Breytenbach, Gordon Hamilton, Deborah Gudgeon, Alex Watson, Johannes Bhatt, Bernard Pryor and Matthew Glowasky.

The Investment Committee meets twice a year and otherwise as required.

Investment Committee Charter