Currently, the company allows directors to take up other
board appointments where these are not in conflict with
the company. Such appointments are discussed at
board meetings and it is the policy that any fees that
accrue should be retained by the director concerned.
During the year 2005, Dr Bristow received fees of
£23 433.00 for his services to African Platinum plc.
There are no recent letters of appointment for individual
directors. The expected time commitments involved in
serving the company are regularly discussed.
ACCOUNTABILITY AND AUDIT
The Companies (Jersey) Law, 1991, and Combined
Code require, and the board acknowledges, that it is
responsible for presenting a balanced and
understandable assessment of the company’s and the
group’s position and prospects. This extends to the
preparation and publication of the annual report and
any other release of information, price sensitive or
otherwise.
The financial statements set out in this report have been
prepared by management in accordance with
International Financial Reporting Standards and are
based on accounting policies that the board considers
appropriate, supported by reasonable and prudent
judgements and estimates.
The directors are of the opinion that the financial
statements fairly present the financial position of the
company and group as at 31 December 2005, and the
consolidated results of operations and cash flows of the
group for the year then ended. The directors have
continued to adopt the going concern basis in preparing
the financial statements because the directors are
satisfied that the group and company have adequate
financial resources available to ensure their continued
operational existence for the foreseeable future.
The group has operated a code of ethics since its
United Kingdom listing in July 1997. The code has been
updated to have specific reference to the company’s
financial managers and the chief executive officer.
A copy of the code is available on the company’s website:
INTERNAL CONTROL
The group maintains a business control framework that
documents the key business risks, together with the
related operational and financial compliance controls.
The business control framework is regularly reviewed
and updated by management, who report quarterly to
the board on any issues which might affect the risks and
controls. The board acknowledges that it has
responsibility for the ongoing review and update of the
business control framework and believes that, through
the procedures noted above and below, it has complied
with the requirement of the Code to review the
effectiveness of the group’s system of internal controls
at least annually.
The company’s auditors also act as auditors for Loulo
and Morila and the findings from the audits are
communicated to the audit committee. AngloGold
Ashanti’s internal audit department conducts regular
audits of the Morila mine and copies of these reports
are submitted to the company’s audit committee for
consideration. Given its size, the group does not have
a separate internal audit department. However, executive
management undertake regular audits of various parts
of the Morila mine and details of their reports are
submitted to the audit committee and board for comment.
A similar programme will be introduced for Loulo going
forward. Financial and technical audits of the company’s
branch offices and major assets are regularly conducted.
The board notes that no cost effective system will
preclude all errors and irregularities and so the group’s
system of internal controls provides reasonable, but not
absolute assurance, against material misstatement or
loss.
Details of the key risk factors which might affect the
activities of the company are contained in the Form
20-F annual report filing for the period to 31 December
2004, and this document and can be obtained from the
AUDIT COMMITTEE
The audit committee comprises three non-executive
directors all of whom are considered independent.
Members
Appointed
BH Asher
(Chairman)
15 July
1997
J-A Cramer
15 July
1997
AL Paverd
1 May 2000
Two of the members have considerable years’ experience
in the financial services sector and the other has extensive
experience in the mining industry. The board believes
that this level of expertise is sufficient to meet the
standards imposed by the Combined Code, even though
none of the members has “recent and relevant financial
experience”. If issues arose which were deemed outside
the areas of expertise of the audit committee independent
professional advice would be sought by the committee.
During the year, the committee has met eight times and
attendance at the meetings was as follows:
Number of
meetings
Members
attended
BH Asher
(Chairman)
8
J-A Cramer
7
AL Paverd
7
34 Annual
Report 2005 Randgold Resources
