‘03

Shareholder activism

Generally the company has a policy to vote by proxy at all annual general meetings where it is invested. Where the matter is contentious, an Old Mutual representative will be present to represent the company.

The matters to be voted are assessed for each meeting. There may be times when the company will vote against resolutions.

Broadly, when it comes to placing shares under the unlimited control of that company's directors, Old Mutual follows a policy of not accepting a resolution that gives unrestricted control to directors, and prefers to limit that control to a percentage of the company's unissued shares.

During 2003 Old Mutual was represented by either a proxy vote or personal representation at 100% of the annual general meetings in which it had an interest.

Investors in Old Mutual plc are likewise expected to interact with the company at the Annual General Meeting (AGM) with a view to expressing their views. Nevertheless, the company welcomes direct engagement with shareholders outside of the AGM.

There is also recognition among Old Mutual management that the company has a role to play in fostering proactive engagement with its own shareholders. Consequently, the company provides trustee training at a fee, in order to ensure that no conflicts of interest arise.

Political party donations

Old Mutual made no donations to any political parties or to any politically oriented organisations during 2003.

It is not anticipated that there will be any change to this policy in the run up to the 2004 general elections.

Corporate citizenship governance

During 2003, the Environment Committee of the Board and the management of Old Mutual South Africa approved the Old Mutual Transformation Matrix.

The Matrix comprises various measures/indicators of the company's extensive transformation programme. It underpins Old Mutual's Transformation Strategy. This Transformation Matrix will be incorporated into the organisation's reporting structures from 2004.

Located within the Matrix are the industry-agreed Financial Sector Charter measures, the Global Reporting Initiative (GRI) Guidelines, and existing indicators already developed by Old Mutual over the last few years.

In addition, the Old Mutual Corporate Citizenship Report follows the AA 1000 Reporting Framework. The framework provides an appropriate overview of the entire process of non-financial measurement and reporting. The framework ensures that Old Mutual's maturing citizenship reporting follows a specific, proven, and rigorous path.

In applying these measures this Citizenship Report pays attention to the recommendations of the King 2 Report on Corporate Governance.

In addition to the required report to be submitted to the Charter Council, the Corporate Citizenship Report will form a public record of Old Mutual's performance towards Financial Sector Charter targets.

As with the first two cycles of reporting, a comprehensive planning process was followed in the compilation of this Report.

The Old Mutual Group Internal Auditing division audited the previous Report. Their recommendations were considered by a steering committee and implemented where required throughout the current process. A cross-functional team made up of representatives from the relevant business divisions was instrumental in processing data and ensuring the validity of the measurements applied.

The Board's Environment Committee has oversight of the Corporate Citizenship Report.

AA 1000 framework for non-financial measurement and reporting developed by the institute of Social and Ethical Accountability.