ArcelorMittal South Africa 2007 Annual Report  Page 42 Corporate governance is an integral part of ArcelorMittal South Africa's business practice and is fully endorsed by the board of ArcelorMittal South Africa. Principles contained in the King Report on Corporate Governance for South Africa 2002 (King II) are refl ected in the company's corporate governance structures. ArcelorMittal South Africa is committed to upholding the corporate governance standards of King II and during the year under review complied materially with the Code of Corporate Practices and Conduct contained therein. Because principles and policies alone do not ensure good corporate governance, ArcelorMittal South Africa ensures that all its operations are subjected to a stringent corporate governance framework. Board of directors In accordance with the recommendations of King II, the board of ArcelorMittal South Africa is unitary in structure and comprises more non-executive directors (10) than executive directors (three), with five of the non-executive directors being independent. All this is in keeping with the principles of good corporate governance to which the ArcelorMittal South Africa board of directors wholly subscribes. The executive directors are the Chief Executive Officer, the President and the Executive Director, Finance. Board committees oversee various areas of responsibility and assist the board in carrying out its duties, while the board itself retains full control over the affairs of the company and makes decisions on all material matters. The Corporate Laws Amendment Act 2006 took effect in February 2008 and the board has implemented the necessary changes required by the Act. It has also made preparations in anticipation of further changes which the Act will require. Board changes During the year under review the following changes to the board took place: • Dr KDK Mokhele was appointed Chairman of the board with effect from 1 January 2007; • Three new non-executive directors were appointed to the board. Messrs EK Diack and DCG Murray are both independent non- executive directors and were appointed on 16 March and 11 May 2007 respectively. Mr LP Mondi, a non-executive director, was appointed on 11 May 2007; • Mr JJA Mashaba resigned as Executive Director, Human Resources on 30 September 2007; • The Chief Executive Officer, Mr EM Reato, resigned with effect from 29 February 2008; • Ms MNC Nyembezi-Heita has been appointed Chief Executive Officer and member of the board with effect from 1 March 2008; and • Mr LGJJ Bonte has been appointed with effect from 1 March 2008 in the position of President responsible for the operations and as a member of the board. Company Secretary Ms C Singh was appointed as Company Secretary on 1 December 2007 in the place of Ms XB Motswai who resigned on 31 May 2007. The company secretary’s main duties are to: • provide the directors collectively and individually with guidance as to their duties, responsibilities and powers; • make the directors aware of all law and legislation relevant to or affecting the company, and report at any meeting of shareholders of the company, or of the company’s directors, any failure to comply with such law or legislation; • ensure that minutes of all shareholders’ meetings, directors’ meetings and the proceedings of any committee of the directors are properly recorded in accordance with the Companies Act; Corporate governance