Board of directors Murray & Roberts has a unitary Board with fifteen directors, ten of whom are independent non-executive directors and five are executive directors. In line with best practice, the roles of chairman and chief executive are separated. The Board is responsible for the strategic direction of the Group and is governed by a charter that sets out the framework of its accountability, responsibility and duty to the company. The Board conducts its business in the best interest of the Group and ensures that the Group performs in the best interests of its broader stakeholder group, including present and future investors in the Group and in its products and services, its business partners and employees and the societies in which it operates. In order to address its accountability and responsibility, the Board: •   monitors that the Group 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 •   defines levels of materiality, reserving specific powers to itself and delegating other matters by written authority to executive management •   gives direction to the Group in all matters and approves the strategic plan developed by management in the context of the Board charter •   monitors implementation of the strategic plan by management •   monitors performance through the various board committees established to assist in the discharge of its duties •   monitors the key risk areas and key performance areas of the Group and identifies the non-financial aspects relevant to the Group and its business •   considers its size, diversity and demographic make-up •   determines the policy and processes to ensure the integrity of: – risk management and internal controls – executive and general remuneration – external and internal communications – director selection, orientation and evaluation The Board undertakes an annual review of its charter and is committed to corporate governance best practice above the minimum requirements set by the King Report. Board meetings The Board meets at least five times a year in formal meetings. In addition, the directors meet informally ahead of the meeting at which the Group’s budget and business plan are examined in the context of the approved strategy. At this meeting, senior executives in the Group engage with the directors in a broad conversation on implementation of the Group’s strategy. All directors are kept informed between meetings of major developments affecting the Group. The record of attendance by each director at the five board meetings and four special board meetings held during the year under review is reflected in the tables on page 52 of this report. Chairman and group chief executive The chairman and group chief executive operate under separate mandates issued by the Board that clearly differentiate the division of responsibilities within the company, Corporate governance Statement of compliance The Board of Murray & Roberts (Board) is committed to the principles embodied in the Code of Corporate Practices and Conduct (Code) included in the King Report on Corporate Governance for South Africa 2002 (King Report). In supporting the Code, the Board recognises the need to conduct the business of the Group with openness, integrity and accountability. A corporate governance framework has been in operation in the Group for many years and is reviewed from time to time and updated where appropriate. The Board is of the opinion that Murray & Roberts substantially complies with the Code.