Role of the Board

Petra is headed by an effective Board, with the appropriate balance of experience, skills, independence and knowledge of the Company to properly discharge its responsibilities and duties

In order to fulfil its role the Board’s duties are as follows:

Role of the Board

  • provides leadership of the Company within a framework of prudent and effective systems and controls which enable risk to be assessed and managed;
  • sets the Company’s strategic aims, ensures that the necessary financial and human resources are in place for the Company to meet its objectives, and reviews management performance in achieving such objectives;
  • develops and promotes the collective vision of the Company’s purpose, culture, values and the behaviour it wishes to promote in conducting business and ensures that its obligations to its shareholders and others are understood and met; and
  • carries out all duties with due regard for true sustainability and the long-term success of the Company.

In order to ensure the effective co-operation of the Board, there is a clear division between the responsibilities of the Directors.

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Role of the Chairman

Mr Pouroulis

  • leads the Board and is primarily responsible for the effective working of the Board;
  • ensures good corporate governance;
  • sets the Board’s agenda and ensures that all Directors are encouraged to participate fully in the activities and decision-making process of the Board;
  • engages with shareholders and other governance-related stakeholders, as required;
  • meets with the Senior Independent Director and with the iNEDs without the executive team present, in order to encourage open discussions and to assess the executive team’s performance; and
  • chairs the Nomination Committee and thereby plays an important part in assessing and advising on the appropriate composition of the Board and its skill-set.

Role of the Chief Executive

Mr Dippenaar

  • is primarily responsible for developing Petra’s strategy in consultation with the Board, for its implementation and for the operational management of the business;
  • leads and provides strategic direction to the Company’s management team;
  • runs the Company on a day-to-day basis;
  • is responsible, along with the executive team, for implementing the decisions of the Board and its Committees;
  • is the Company’s primary spokesperson, communicating with external audiences, such as investors, analysts and the media;
  • chairs the HSSE Committee and thereby has direct involvement in the strategic management of Petra’s HSSE issues; and
  • assists with management of Petra’s labour relations in South Africa, having developed extensive experience in this area.

Role of the Senior Independent Director

Mr Lowrie

  • provides a sounding board for the Chairman and serves as an intermediary for the other Directors as necessary;
  • is available to shareholders if they have concerns which contact through the normal channels has failed to resolve or for which such contact is inappropriate;
  • leads the iNEDs in undertaking the evaluation of the Chairman’s performance appraisal;
  • provides valuable input with regards to Petra’s investor relations strategy, in line with his extensive capital markets experience; and
  • is a member of Petra’s Audit, Remuneration and Nomination Committees, thereby bringing his skill-set and independent judgement to the benefit of these Committees.

Role of the independent Non-Executive Directors

Dr Bartlett, Mr Hamilton, Mr Lowrie, Mrs Matloa

  • challenge the opinions of the Executive Directors, provide fresh insight in terms of strategic direction and bring their diverse experience and expertise to the benefit of the leadership of the Group;
  • assess the performance of the Chairman;
  • scrutinise the performance of the Executive Directors in terms of meeting agreed goals and objectives;
  • monitor the reporting of performance;
  • ensure that the financial information, controls and systems of risk management within the Group are robust and appropriate;
  • determine the appropriate levels of remuneration of the Executive Directors;
  • appoint or remove Executive Directors to or from the Board, when necessary; and
  • are members of Petra’s Audit, Remuneration and Nomination Committees (and Chairman of the Audit and Remuneration Committee in the case of Mr Hamilton), thereby bringing their skill-set and independent judgement to the benefit of these Committees.