The company is incorporated in South Africa under the provisions of the Companies Act, 1973, as amended. PPC and its subsidiaries are fully committed to the principles of fairness, discipline, independence, accountability, transparency and social responsibility associated with good corporate governance.

The company accepts the principles and firm recommendations set out in the 2002 King Code of Corporate Practices and Conduct (King II), and complies with the additional requirements of the JSE Limited. Non-compliance is noted and reasons given.

In terms of non-financial aspects, the company complements these extended reporting requirements by adopting the Global Reporting Initiative’s Sustainability Reporting (GRI) guidelines on economic, environmental and social performance. The company has also continued to meet the criteria of the JSE Limited’s Social Responsibility Index since its inception in 2004.

PPC’s systems of corporate governance are continually evolving as the needs and expectations of stakeholders develop.

Key achievements during the period to meet these needs and expectations include:

• The board of directors appointed an independent non-executive director as chairman of the board of directors from the conclusion of the annual general meeting on 23 January 2007 until the company has completed its black economic empowerment equity transaction, whereupon the board intends appointing a black chairman;
• Two new black female independent non-executive directors have been appointed to the board of directors; and
• A formal board performance evaluation exercise was carried out during the period under review.

The general powers of the directors of PPC are conferred by the provisions of the company’s articles of association and by the South African Companies Act.

In accordance with a formal charter the board has the following responsibilities:

• Approval of the strategic plan and rolling forecasts;
• Monitoring the implementation of board plans and strategies against the background of economic, environmental and social issues relevant to the company;
• Approving objectives and performance targets;
• Reviewing key risks, especially in respect of technology and systems;
• Appointment of the chief executive officer and other directors;
• Maintenance of succession plans; and
• Determination of overall policies and processes to ensure the integrity of the company’s internal controls.

The charter expresses the board’s philosophy in regard to excellence in customer satisfaction, quality and safety of products and services; optimisation in the use of assets and employee development; respect for human dignity and observance of fundamental human rights; national and international corporate citizenship, including sound relationships with regulatory authorities.

Whilst retaining overall accountability and subject to matters reserved to itself, the board has delegated to the chief executive officer and the other executive directors, authority to run the day-to-day affairs of the company.

Audit, risk management and compliance, black economic empowerment and transformation, nominations and remuneration committees assist the board in the discharge of its duties. Each committee acts within written terms of reference, under which certain functions of the board are delegated with clearly defined purposes and membership requirements. Board committees may take independent professional advice at the company’s expense when necessary. The performance and effectiveness of the committees are subject to regular evaluation by the board. Chairmen of the board committees and the lead client service partner of the external auditors of the company are required to attend annual general meetings to answer questions raised by shareholders.

A formal self-evaluation of the board and its committees’ performance and effectiveness was carried out during the period under review. This exercise was conducted by means of individual questionnaires completed by each board and committee member. All responses were treated confidentially. The group company secretary collated the results of all the questionnaires and reported the findings to the chairman of the board who advised the board of the results. The exercise has ensured that the board remains effective and relevant to the business objectives of the company. Whilst recognising progress made, the board will strive to adopt measures which will continually enhance the effectiveness of its function.