Governance is implemented through a two-tier management structure, being the Board of Directors and the Executive Directorate. This structure of management ensures a balanced and appropriate allocation of responsibilities and duties for effective governance.

The Board
The Board comprises an 11-member panel, the majority (six) being independent non-executive directors who bring a wealth of business, industry and financial acumen to the Corporation. The Board directly oversees the Nominations, Audit and Remuneration Committees. A person may be appointed as a member of the Board at any time either by the shareholders in general meeting or by the Board upon recommendation of the Nominations Committee. Directors who are appointed by the Board must retire at the first annual general meeting after their appointment. In either case, the Directors so elected and appointed are eligible for re-election and reappointment. At each annual general meeting of the Company, one third of the Directors (or such number as is nearest to and less than one third) are required to retire from office by rotation.

The Corporation has a detailed remuneration structure for the Board and Executive Directorate. Remuneration is linked to performance. Full details of salaries, benefits and share options for the members of the Board and Executive Directorate are discussed in depth in the 2004 Annual Report.

Executive Committee
The Executive Committee comprises the CEO, the Executive Directorate, the General Manager of Marketing and Station Business and the General Manager of Corporate Relations. The Executive Committee is responsible for the implementation of strategy and policies as decided by the Board. It also manages the day to day business of the Company and reports regularly to the Board on the performance of the principal activities of the Company.

Governance processes
The framework that links risk strategy and governance is embedded in the policies that govern the five areas of management: construction and insurance, finance, treasury risk, safety and security. These polices, while formulated and implemented at management level, are under direct supervision of the Board, whose approval is required for enactment and any changes to policies.

A dedicated committee, the Corporate Sustainability Coordinating Committee (CSCC), ensures the implementation of policy and initiatives pertaining to sustainable practices.Chaired by the Managing Director of Operations and Business Development, the committee supervises the corporate-wide CSR, Environmental Management System, and all subsequent related directives, programmes and proposals. The committee comprises seven members, representing all six divisions of the Corporation. The committee meets every six months and remains informed on matters through a regular circulation of papers. The committee reports directly to the Executive Directorate on a timely basis.

Further reading:
2004 Annual Report
Corporate Structure
Board of Directors profiles
Executive Directorate profiles