Corporate governance
“The board is committed
to guiding the strategic
and entrepreneurial
development of the
group.”
32 Annual
Report 2005 Randgold Resources
THE BOARD
The board is committed to guiding the strategic and entrepreneurial
development of the group and supports the principle of collective
responsibility for the success of the company. The majority of the
board comprises independent non-executive directors. The non-
executive directors have during the past financial year continued to
provide an independent assessment of the activities of the group and
its management, including the integrity of financial information and
the group’s system of internal control and risk management.
This section of the annual report provides a description of how the
company has applied the principles set out in Section 1 of the 2003
Combined Code (“the Combined Code”). Except as noted below,
the company has complied with the provisions set out in Section 1
of the Code throughout the year ended 31 December 2005.
A regular schedule of meetings deliberates on matters which are
reserved for specific consideration. The board has reserved, for its
sole discretion, the finalisation and adoption of the group’s strategic
plan, major fiscal policies, approval of all mining developments and
of any merger and acquisition. The day to day management of the
business has, however, been delegated to management. The board
acknowledges that there are instances when independent non-
executive directors should meet without the presence of executive
management to deliberate on issues affecting the group. During the
past financial year such meetings have occurred on several occasions.
In accordance with the Combined Code, the responsibilities of
chairman and chief executive officer are separated. The performance
of the CEO is assessed annually by the board in line with guidelines
laid down according to set and agreed criteria. The board has
acknowledged that the chairman is responsible for the leadership of
the board and to ensure that effective communications exist between
the executive and non-executive directors. The role of the senior
independent non-executive director has evolved and the incumbent
has been delegated as the contact for the company’s whistle blowing
procedure. The group has not appointed a nomination committee as
it is the policy for details of a candidate to be distributed to all directors
for formal consideration at a full meeting of the board. A prospective
candidate would be invited to attend a board meeting and be
interviewed before any decision was taken. This approach is
considered appropriate in light of the small size of the board but this
policy is kept under review.
The audit and remuneration committees consist solely of independent
non-executive directors. Details of the composition and the activities
of both are contained hereafter or in the subsequent report of the
remuneration committee. The structure and timing of the company’s
board meetings, which are scheduled over two days, allows adequate
time for the chairman to interact with the non-executive directors
without the presence of the executive directors. At present, the board
does not have a formal process for evaluating its own performance
and that of its committees and individual non-executive directors.
However, it is considering the introduction of such a system.
