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Governance and risk De Beers (the Company) was formally incorporated in Luxembourg in November 2000. It is the holding company of what is regarded as the De Beers Group. The Company is managed and controlled These are lodged with the Registre du The Management Contract was also from its head office in Luxembourg where Commerce and other authorities in concluded on 30 January 2002: CMSL has the Board meets to attend to the business Luxembourg as well as being sent to each been appointed to assist in the appointment of the Group. Its commercial activities are of the shareholders directly. These accounts of directors, senior executives and carried out by a number of subsidiaries, are submitted to the Annual General management. It also assists in the strategic investments and joint ventures which it Meeting of shareholders of the Company development of the De Beers Family of finances in different parts of the world. held in March each year. Companies. CMSL is a company within the Central Holdings group (representing the Together, these subsidiaries and Appointment of Board Members Oppenheimer family). investments in joint ventures constitute The Articles of Incorporation relate to the the Family of Companies. legal establishment and registration of Composition and independence De Beers as a joint stock corporation in As of 31 December 2010, the De Beers Board Taxes and royalties to governments are paid Luxembourg. As the legal constitutional consisted of 14 directors, reducing to 13 on 1 by each of the different subsidiaries and instrument, it allows for a minimum of three January 2011. During 2010, resignations from investments in a manner consistent with and a maximum of 20 directors. the board were received from Robin Mills, the requirements of the jurisdiction in which Sir Chips Keswick, Anthony Oppenheimer, they operate. De Beers prepares annual and The shareholders and CMSL are directly Gareth Penny and Gabaake Gabaake, while independently audited statutory accounts responsible for the appointment and Boikobo Paya joined the Board. Jim Gowans of both the Company and the Group in removal of directors in accordance with the also joined the board in March 2010, to be accordance with International Financial provisions of the Shareholders’ Agreement withdrawn on 1 January 2011 on taking Reporting Standards. and Management Contract. This ensures that up the position of Managing Director of the shareholders they represent have a clear Debswana Diamond Company (Proprietary) voice in Board meetings and decisions. Limited with effect from the same date. Lobby at 17 Charterhouse Street Operating & Financial Review 2010 De Beers 29 Governance and risk continued Four directors on the Board serve in an Structures under the Board executive capacity and are members of the The Board is responsible for the Group’s Executive Committee. Each shareholder group system of governance and is ultimately is entitled to nominate two persons for accountable for the strategic direction of the appointment to the Board. Accordingly, six business and all activities across the Family of directors, four of whom are non-executives Companies. This includes setting risk and two executives (the Chairman, Nicky management policy, reviewing the Oppenheimer, and Jonathan Oppenheimer) effectiveness of risk management processes, are currently appointed under the appropriate recommending enhancements and ensuring clauses of the Shareholders’ Agreement. effective succession planning. The role of the Chairman is quite distinct It also provides oversight of, and consultation from that of the Chief Executive Officer. to, the different business entities across the As defined in the Shareholders’ Agreement, Family of Companies on governance up to ten independent directors may be structures and on the identification, appointed by CMSL under the Management appointment and training of directors. Contract in consultation with the The Board also reviews reputation and shareholders. Independent directors are sustainability performance and risks on those appointed independently of the at least an annual basis in line with the shareholders’ direct entitlement. formal risks review process. Nicky Oppenheimer at Venetia Mine A majority of these independent directors Detail on these risks is presented in the must be employed or hold executive office introductory statement of the Chairman and with De Beers. Three directors, one of whom performance overview of the Acting Joint is non-executive, are currently appointed to Chief Executive Officers, as well as in our the Board under the appropriate provisions Report to Society 2010, which will be of the Management Contract. published in May 2011. The De Beers Board is supported in its decision-making by six Additional independent directors may be committees: the Executive Committee, the appointed by shareholders by majority Audit Committee, the ECOHS Committee, the consent or majority vote at the Annual Investment Committee, the Remuneration General Meeting of shareholders. Four Committee and the Treasury Committee. non-executive directors are currently appointed to the Board in this manner under Although not an official committee under the the appropriate provisions of the Board, the Principles Committee provides Shareholders’ Agreement. Accordingly, of the further review and scrutiny on the extent to 13 directors currently in office, seven are which the Family of Companies contributes independent directors (as defined in the to sustainable development and operates in Shareholders’ Agreement) and nine are conformance with its Principles. non-executive directors. A number of directors have both independent and In 2008, the Board adopted a Board Charter non-executive status. which, inter alia, sets out the mandate of the Board and those powers reserved to it. Risk management The shareholders and Board recognise that engaging risk is at the core of the business. De Beers is governed by a risk framework through which risks are proactively identified, engaged and managed. This includes taking advantage of opportunities and protecting capital, income and assets by mitigating the adverse impacts of risk. 30 De Beers Operating & Financial Review 2010 Sustainability Our commitment to operating in a responsible and sustainable manner sits at the heart of the De Beers business strategy. It requires us to strike the balance between delivering good financial returns, while also addressing the risks that could affect the sustainability of the business and the societies in which we work, and the reputation of the De Beers Family of Companies. Contributing to sustainable development Committee and associated peer groups act in Our understanding of sustainability is shaped the same way, providing strategic direction by the societal imperatives of our partner on ECOHS disciplines to the business units. governments and communities. This includes Wildlife living near Debswana operations helping to define the role of business in Our Best Practice Principles framework (BPPs) contributing to a vision of an ever more also drives sustainability performance by prosperous Africa. We aim to maximise our providing a comprehensive third party contribution to sustainable development verified assurance programme to ensure the through beneficiation activities to support effective management of key risks across the downstream diamond-sector activity in diamond pipeline. The BPPs outline strict producer countries, community social requirements regarding compliance to the investment, and local enterprise generation Kimberley Process and associated System of through preferential procurement. Warranties. They also set out clear minimum standards of performance against a range of Our approach to sustainability is focused on other criteria including social, environmental, managing and mitigating those risks that can labour, and health and safety standards, and affect our commercial interests by product integrity requirements including the undermining consumer confidence in disclosure of synthetics, treatments and diamonds or impacting on our access to simulants. All entities within the De Beers supply. These relate primarily to: ensuring our Family of Companies as well as all social licence to operate, conflict diamonds, Sightholders and significant contractors are social and environmental conditions in cutting required to comply with the BPPs. and polishing operations, the use of diamonds by criminal syndicates, and issues around Annual Report to Society product integrity. More information on our sustainability approach can be found in our award-winning Managing sustainability risks annual Report to Society, which can be We prioritise and categorise sustainability accessed at www.debeersgroup.com/ risks into five key areas: economics, ethics, sustainability. The 2010 Report to Society employees, communities and environment. will be available online and as a concise Extensive stakeholder engagement printed Review from May 2011. Please order processes help us to assess the relevance and a hard copy online by completing the materiality of each risk and to develop RtS Order Form on the microsite for appropriate management responses. this Operating and Financial Review (www.debeersgroup.com/ofr2010). Ongoing stakeholder engagement is one element of a broader sustainability management framework, which also includes the Principles Management Committee, the Environment, Community, Occupational Hygiene, Health and Safety (ECOHS) Committee (at Board level) and local ECOHS functions
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