CORPORATE GOVERNANCE

 
         
STATEMENT ON CORPORATE GOVERNANCE
 
MECHEM, a subsidiary of Denel (Pty) Ltd, endorses the code of corporate practices and conduct as contained in South Africa 's King ll Report and affirms its commitment to comply in all material respects with the principles incorporated in this report.
 
         
MECHEM is intent on implementing the highest standards of corporate governance. We are committed to good corporate citizenship and organisational integrity in the running of our affairs.  
         
This commitment provides stakeholders with the comfort that MECHEM's affairs are being managed in an ethical and disciplined manner. MECHEM's philosophy is founded on principles of transparency, accountability and responsibility.  
         
Compliance with the Public Finance Management Act of 1999 is an integral part of the objectives of the Company as approved by the Board of Directors.  
         
THE BOARD OF DIRECTORS AND BOARD COMMITTEES
 
The Denel Board appoints the MECHEM Board of Directors on behalf of the shareholder, the Government of South Africa.  
         
The directors maintain full and effective control over the affairs of the Company. In terms of the governance philosophy of the Company there is a separation of responsibility for running the Board and the executive responsibility for running the business.  
         
BOARD COMMITTEES
 
Specific responsibilities have been delegated to Board committees with defined terms of reference. The Board committees are as follows:  
         
AUDIT AND RISK COMMITTEE
 
The Audit Committee consists of executive and non-executive directors of which the chairman is a non-executive director.  
         
The Audit Committee is in the process of adopting formal written terms of reference dealing with membership, structure and levels of authority and duties that will be approved by the Board. The Audit Committee will assist the Board in discharging its responsibilities to safeguard the Company's assets, maintaining adequate accounting records and developing and maintaining effective systems of internal control. Apart from overseeing the financial reporting process and compliance with accounting policies, Company policies, legal requirements and internal controls within the Company, the Committee will also review significant risk management issues and other significant risks facing the Company.  
         
PERSONNEL AND REMUNERATION COMMITTEE
 
The Personnel and Remuneration Committee shall operate within the terms of reference set by the Board. The responsibilities of the committee are, inter alia, to determine the Company's human resources policies and strategies, the remuneration strategies and the remuneration.  
         
         
 
         
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