Randgold
Resources Annual Report 2005 35
Mr Asher, the senior independent non-executive director,
receives a fee for his services as senior independent
non-executive director and is not paid an additional fee
for services to any board committees. Details of the
fees paid to Mr Asher are contained on page
38 while
Dr Paverd and Mr Cramer were paid US$35 000 each
during 2005 for their services to the audit committee.
The committee makes recommendations to the board
in relation to the appointment, re-appointment and
removal of the external auditor as well as the remuneration
and terms of engagement of the external auditors. The
actual appointment of the external auditor is subject to
the approval of shareholders at the annual general
meeting.
The committee reviews and monitors the external auditor’s
independence and the objectivity and effectiveness of
the audit process. This is undertaken within the
framework of a detailed audit charter. A copy of the
audit charter is available on the company’s website:
The committee reviews the company’s published results,
the effectiveness of its systems of internal control, legal
and regulatory compliance including the Sarbanes-
Oxley Act, and the cost effectiveness of the services
provided by the external auditors. The audit committee
has implemented a policy regarding the provision, and
pre-approval thereof, of non-audit services by the external
auditors and this mandate is reviewed annually.
The committee meets regularly and this includes quarterly
meetings which are used to consider and approve the
company’s quarterly results. The external auditors are
regularly invited to attend meetings to report on their
activities. The committee also meets with the external
auditors, independent of the executive directors or
management, where this is deemed necessary.
The Sarbanes-Oxley Act of 2002 required companies
to establish “whistle-blower” systems. The geographical
spread of the group’s activities, particularly in remote
West African locations, makes the establishment of such
systems complex. It was felt appropriate for the senior
independent director to be the first point of contact in
the company’s whistle blowing procedure. In the event
of an issue being raised, independent consultants would
then be employed by the senior independent director
to investigate any alleged irregularity.
The audit committee continues to oversee the group’s
preparation for compliance with the requirements of
section 404 of the Sarbanes-Oxley Act, which will apply
to the 31 December 2006 year end. The board believes
that the group is well placed to meet these requirements
and intends engaging a firm of accountants (not involved
in the external audit) to help in assessing whether its
internal financial controls are designed and operating
effectively.
SHAREHOLDER COMMUNICATIONS
The board acknowledges responsibility for maintaining
effective communications with all shareholders. The
CEO, the corporate communications manager and the
company’s investor relations consultants prepare a
quarterly report for the board detailing the activities
and presentations given to shareholders. Besides
attendances at various industry conferences, a minimum
of two roadshows during the year are undertaken to
enable company representatives to interact directly with
shareholders and other interested parties. The board
believes that with the increasing use of the internet and
inclusion of the company’s announcements and
publications being placed on its website, that this is an
appropriate method of communication with shareholders.
The board encourages shareholders to access the
annual report from the website rather than having this
sent by post in printed form.
The board believes that the annual general meeting is
an appropriate forum for contact with shareholders and
encourages their attendance and participation.
In order to reflect the sentiment of shareholders at the
annual general meeting, it has been an unwritten policy
that all resolutions should be considered by way of a
ballot poll and the number of proxies received disclosed
to the members in attendance.
