The Board

The Old Mutual Life Assurance Company (South Africa) Limited Board oversees the general governance of the Old Mutual businesses. It provides input and advice on strategy, budgets and business plans and monitors investment performance provided to clients.

The Board delegates certain responsibilities to a number of committees, each with expertise in a specific area. These committees are independent of Old Mutual's management and are chaired by independent or non-executive directors.

Old Mutual has a unitary board of 15 directors, the majority of whom are independent of management. The Board is currently made up of 11 non-executive directors, and four executive directors.

The appointment of new directors is assisted by recommendations from the Corporate Governance and Nomination Committee with an emphasis placed on achieving a balance of skills, experience and knowledge. A formal orientation programme familiarises incoming directors with the company's operations, and inducts them in their fiduciary duties.

New directors may hold office until the next Annual General Meeting (AGM) at which they retire and become available for re-election on the recommendation of the Corporate Governance and Nomination Committee. All directors are subject to retirement by rotation and re-election by shareholders at least once every three years. Executive directors have no fixed term of appointment, but are subject to short-term notice periods. They retire at 61, while non-executive directors retire at 70.

The Board meets regularly, including strategy and business planning sessions. Self-evaluation reviews are conducted on an annual basis. It may also meet to deal with specific matters that may arise between scheduled meetings.

All directors have access to management, the Company Secretary, and to information needed to carry out their duties effectively. The Company Secretary provides support to the Board to ensure its functioning and proper administration of board proceedings.

The roles of the Chairman and Managing Director are separate. Managing Director, Roddy Sparks, and his Deputy Managing Directors, Peter de Beyer, Paul Hanratty and Peter Moyo, lead the executive management team.

All Board committees have formally delegated terms of reference and report to the Board as required.

The committees are chaired by independent or non-executive directors, supported by the Company Secretary, and can take independent professional advice when necessary.

The Committees of the Board

The Audit, Risk and Compliance Committee ensures that:

• Our financial and statutory accounts are correctly prepared,
• We have properly implemented risk management systems in place,
• We are complying with relevant legislation,
• We have proper internal audit oversight,
• The actuarial valuation process is adequate and efficient, and
• The Group meets the requirements of Old Mutual plc in its operations.

The Environment Committee:

• Provides input into business strategy for internal and external stakeholders, particularly on government relations and transformation issues.

The Remuneration Committee:

• Oversees remuneration policies for employees, and the terms, conditions and salaries for
  Old Mutual's executives. Their brief includes the approval, or recommendation for approval, of the share incentive arrangements of Old Mutual.

The Corporate Governance and Nomination Committee:

• Assists the Board in ensuring that adequate and effective corporate governance is established and maintained,
• Ensures that the Board structures meet Old Mutual plc and South African corporate governance requirements,
• Considers and recommends to the Board the appointment of directors and committee members,
• Monitors the continued application of sound governance practices in the Group, and
• Regularly reviews the structure, size, composition and mix of skills and experience of the Board and its committees.

Ad hoc committees are established to deal with specific matters as the need arises.

A corporate governance audit of the Board and directors conducted by Group Internal Audit during 2004 concluded that current governance structures are satisfactory. The audit found a high degree of compliance to the King II Report.