Board of directors Murray & Roberts has a unitary Board with 15 directors, 10 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 company 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 Code. During the past year, the non-executive directors were paid an annual retainer of R30 000 plus an attendance fee of R10 000 per meeting. Five meetings were held during the year which equated to a total annual fee of R80 000. At the annual general meeting convened for Wednesday 25 October 2006 it has been proposed that shareholders approve a revised remuneration structure where non-executive directors are paid a fixed annual fee of R100 000. They will be penalised to the extent of R10 000 per meeting for non-attendance. The Board of Murray & Roberts (Board) is committed to the principles of the Code of Corporate Practices and Conduct (Code) as set out in the King Report on Corporate Governance for South Africa 2002 (King II). 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. Corporate governance Statement of compliance