Corporate Governance Statement Publication of the King  Report  on  Corporate Governance  for South Africa 2002 (“King Report”) and the collapse of global companies that failed to abide by sound corporate practices have reinforced the message that good governance is essential for success in today’s commercial environment. As a result, directors and boards are required to adopt sound principles of corporate governance. The principles of openness, integrity and accountability are the core of Murray & Roberts’ commitment to its stakeholders. This past year has seen the introduction of a number of initiatives in the area of corporate governance that have served to strengthen that commitment. A corporate governance framework has been in operation in the Group  for  many  years  and  is  constantly reviewed to comply  with latest developments in corporate governance practice in South Africa. The Board of Murray & Roberts Holdings Limited (“Board”) has mandated  the  Group’s  commitment  to  the  Code  of  Corporate Practices and Conduct embodied within the King Report. The  Board is of the  opinion  that  the  Group  substantially  complies with  the Code  as well as  with  the  listings  requirements of the JSE Securities Exchange South Africa (“JSE”). Board of Directors This past year has seen the departure from the Board of a number of directors who had provided  leadership  and  guidance  to  the  Group. David Brink, who had served Murray & Roberts in numerous capacities during his long tenure resigned on 31 December 2003 and was replaced  as  chairman by Roy Andersen on 1  January  2004.  Having reached  the  mandatory  retirement  age,  Peter  Joubert  and  Brigalia Bam tendered their resignations on 30 June 2004, while Allen Morgan resigned on 26 July 2004 to avoid a conflict of interest. An independent evaluation of the Board and its overall effectiveness was commissioned  by  the  chairman  and now serves  as  the  basis  upon which nominations to the Board are made. In addition,  the  Board  has established and  mandated  a  number  of committees to perform work on its behalf in various key areas affecting the business of the Group. The Board and each committee give attention to both new and existing matters of governance and compliance within their respective mandates. A statement from the chairman of the Board and chairman of each committee is included in this report. The Board comprised three executive directors and eight independent non-executive  directors  including  the  chairman  at  30  June  2004. On 8 September 2004 two additional independent non-executive directors and one executive director were appointed. Biographic details of the directors and their categorisation are included in this report on page 13. The Board is considered to be independent. Board Charter The Board is governed by a charter that sets out the framework of accountability, responsibility and duty of the Board to the company. According to the charter: It  is  the duty and responsibility of  the  Board  to  serve  as  the  focal point of the corporate governance system and to be accountable and responsible to the shareholders of the company for the performance and affairs of the company. The  Board  also  has  a  duty  to  ensure  that  the  company  conducts its business in the best interest of the company and that in the  discharge  of  its  duty,  the  interests  of  the  broader  stakeholder group, that includes present and future investors in the company and in its products and services, its business partners and employees and the societies in which it operates, are taken into account. In order to address its accountability and responsibility, the Board shall: > monitor  that  the  company  complies  with  all  relevant  laws, regulations and codes of business practice and that it communicates with all relevant stakeholders (internal and external) openly and promptly and with substance prevailing over form; > define  levels  of  materiality,  reserving  specific  powers  to  itself and  delegating  other  matters  by  written  authority  to  executive management; > give direction to the company in all matters and approve the strategic plan developed by management in the context of this charter; > monitor implementation of the strategic plan by management; > monitor  performance  through  the  various  Board  committees established to assist it in the discharge of its duties; > monitor  the  key  risk  areas  and  key  performance  areas  of  the company  and  identify  the  non-financial  aspects  relevant  to  the company and its business; > consider its size, diversity and demographic make-up; > determine the policy and processes to ensure the integrity of: • risk management and internal controls • executive and general remuneration • external and internal communications, and • director selection, orientation and evaluation The  Board  undertakes  an  annual  review  of  the  charter  at  its  April meeting  and  is  committed  to  corporate  governance  best  practice above the minimum requirements set by the King Report.