Governance and accountability structures

Dual listed company structure

Mondi operates under a dual listed company (DLC) structure, which requires compliance with the corporate and accounting regulations of South Africa and the UK. Mondi Limited and Mondi plc (together, the Mondi Group) are separate corporate identities and have separate stock exchange listings. Mondi Limited has a premium listing on the JSE Limited (JSE) in South Africa, while Mondi plc has a primary listing on the London Stock Exchange (LSE) and a secondary listing on the JSE. Under the DLC structure, any ordinary share held in either Mondi Limited or Mondi plc gives the holder an effective economic interest in the whole Mondi Group.

Board of directors

The boards of Mondi Limited and Mondi plc, which provide ultimate oversight and direction of the Group, comprise nine members: the two joint chairmen, five independent non-executive directors and three executive directors.

Mondi’s definition of the terms ‘independent’ and ‘non-executive’ are in line with those defined in the South African King II Code on Corporate Governance for South Africa (King II) and the UK Combined Code on Corporate Governance (the Combined Code).

The Boards and management team of the Mondi Group operate and manage the business as a single economic entity. While Mondi Limited and Mondi plc are separate corporate entities and each has a board of directors, the Boards and management teams comprise the same people. This symmetrical arrangement is safeguarded by the provisions of the DLC Sharing Agreement between Mondi Limited and Mondi plc and the articles of association of both companies.

Corporate governance codes

Mondi subscribes to the principles contained in King II and Section 1 of the UK Combined Code. The South African King III Code on Corporate Governance, published in September 2009 and the UK Corporate Governance Code, published in June 2010, apply to those listed entities with financial years commencing on or after 1 March 2010 and 29 June 2010, respectively. Although the Mondi Group is not therefore required to report on its compliance with either new code until its 2011 Annual Report, the Boards have already reviewed the codes and have applied certain of the principles that are reported on in our 2010 Annual Report.

The only exception to compliance with the governance codes is that Mr Cyril Ramaphosa, one of the Group’s joint chairmen, was not, upon his appointment, considered to be independent in view of his existing connection with Mondi as chairman of the Shanduka Group, which has shareholdings in Mondi Packaging South Africa (Pty) Ltd and Mondi Shanduka Newsprint (Pty) Ltd. Notwithstanding this, we believe that the Group benefits greatly from his considerable knowledge and experience, particularly of the South African business environment, and the Boards firmly believe that this justifies his appointment.

Roles of chairmen and chief executive

Mondi has joint chairmen, Cyril Ramaphosa and David Williams, with the chief executive officer role held separately by David Hathorn. The division of responsibilities between the joint chairmen and the chief executive officer has been clearly defined and approved by the Boards. The joint chairmen maintain a regular dialogue with one another and manage the Boards through mutual agreement.

Remuneration linked to performance

The Group’s remuneration policy is discussed in the Annual Report. It notes that a significant proportion of executive directors’ and other senior executives’ remuneration is performance-based, and that there is a balance between the achievement of short- and longer-term objectives. As sustainability targets are a core part of the objectives of the business, the attainment of these targets are considered in the evaluation of performance.

DLC committees

The DLC committees, to which the Boards delegate specific areas of responsibility as described below, have authority to make decisions according to their terms of reference. Work programmes agreed by each committee are designed around the annual business calendar and their respective terms of reference. As part of the annual evaluation procedures, each committee reviews its terms of reference and these are available on the Mondi Group website. The committees are empowered, through their terms of reference, to seek independent professional advice at Mondi’s expense in the furtherance of their duties. See the Annual Report 2010 for details on the committees’ activities in 2010.

The DLC nominations committee is responsible for the review of the composition of the Boards and its committees, including the DLC sustainable development committee. The DLC nominations committee, having reviewed the skills, knowledge, diversity and experience of directors and potential directors, make recommendations to the Boards on appointments. The composition of the Boards and committees are reviewed at least annually.

Conflicts of interest

Comprehensive policies are in place to ensure that conflict of interest is avoided at a Board and executive level – see the corporate governance section of our Annual Report 2010. Within the Group, management, employees and partners are guided by our business ethics.

Last change: 15.03.2011

Home\| Mondi Worldwide\| Mondi Procurement\| Contact\| Search
About us Overview Message from our CEO Mondi at a glance Our vision Strategy Structure Management team Our operations History Contacts Locations Europe Africa North America Latin America Asia Pacific Middle East Investor Relations Overview Share information Financial reports Presentations Regulatory news Financial calendar Inclusion in sustainability indices Shareholder information Shareholder Meetings IR contact Fixed income investors Corporate Governance Overview Introduction Corporate governance code Board of Directors Board committees Memorandum and Articles of association Speakout Contact Sustainability Our approach to sustainability Critical issues: responsible forestry and climate change Governance of sustainability Economic performance Social performance Environmental performance Case study library Tools and contacts Performance data Newsroom Overview News releases Media pack Images RSS subscription Media contact Careers Overview Why talented people want to work with Mondi Meet some of our people Career opportunities Student schemes Our approach to sustainability Critical issues: responsible forestry and climate change Governance of sustainability Governance and accountability structures Accountability for sustainability Business ethics Risk management Management systems, policies and processes for sustainability Fines, non-monetary sanctions and significant legal issues Awards and recognition 2010 Economic performance Social performance Environmental performance Case study library Tools and contacts Performance data Home> Sustainability> Governance of sustainability> Governance and accountability structures Governance and accountability structures Dual listed company structure Mondi operates under a dual listed company (DLC) structure, which requires compliance with the corporate and accounting regulations of South Africa and the UK. Mondi Limited and Mondi plc (together, the Mondi Group) are separate corporate identities and have separate stock exchange listings. Mondi Limited has a premium listing on the JSE Limited (JSE) in South Africa, while Mondi plc has a primary listing on the London Stock Exchange (LSE) and a secondary listing on the JSE. Under the DLC structure, any ordinary share held in either Mondi Limited or Mondi plc gives the holder an effective economic interest in the whole Mondi Group. Board of directors The boards of Mondi Limited and Mondi plc, which provide ultimate oversight and direction of the Group, comprise nine members: the two joint chairmen, five independent non-executive directors and three executive directors. Mondi’s definition of the terms ‘independent’ and ‘non-executive’ are in line with those defined in the South African King II Code on Corporate Governance for South Africa (King II) and the UK Combined Code on Corporate Governance (the Combined Code). The Boards and management team of the Mondi Group operate and manage the business as a single economic entity. While Mondi Limited and Mondi plc are separate corporate entities and each has a board of directors, the Boards and management teams comprise the same people. This symmetrical arrangement is safeguarded by the provisions of the DLC Sharing Agreement between Mondi Limited and Mondi plc and the articles of association of both companies. Corporate governance codes Mondi subscribes to the principles contained in King II and Section 1 of the UK Combined Code. The South African King III Code on Corporate Governance, published in September 2009 and the UK Corporate Governance Code, published in June 2010, apply to those listed entities with financial years commencing on or after 1 March 2010 and 29 June 2010, respectively. Although the Mondi Group is not therefore required to report on its compliance with either new code until its 2011 Annual Report, the Boards have already reviewed the codes and have applied certain of the principles that are reported on in our 2010 Annual Report. The only exception to compliance with the governance codes is that Mr Cyril Ramaphosa, one of the Group’s joint chairmen, was not, upon his appointment, considered to be independent in view of his existing connection with Mondi as chairman of the Shanduka Group, which has shareholdings in Mondi Packaging South Africa (Pty) Ltd and Mondi Shanduka Newsprint (Pty) Ltd. Notwithstanding this, we believe that the Group benefits greatly from his considerable knowledge and experience, particularly of the South African business environment, and the Boards firmly believe that this justifies his appointment. Roles of chairmen and chief executive Mondi has joint chairmen, Cyril Ramaphosa and David Williams, with the chief executive officer role held separately by David Hathorn. The division of responsibilities between the joint chairmen and the chief executive officer has been clearly defined and approved by the Boards. The joint chairmen maintain a regular dialogue with one another and manage the Boards through mutual agreement. Remuneration linked to performance The Group’s remuneration policy is discussed in the Annual Report. It notes that a significant proportion of executive directors’ and other senior executives’ remuneration is performance-based, and that there is a balance between the achievement of short- and longer-term objectives. As sustainability targets are a core part of the objectives of the business, the attainment of these targets are considered in the evaluation of performance. DLC committees The DLC committees, to which the Boards delegate specific areas of responsibility as described below, have authority to make decisions according to their terms of reference. Work programmes agreed by each committee are designed around the annual business calendar and their respective terms of reference. As part of the annual evaluation procedures, each committee reviews its terms of reference and these are available on the Mondi Group website. The committees are empowered, through their terms of reference, to seek independent professional advice at Mondi’s expense in the furtherance of their duties. See the Annual Report 2010 for details on the committees’ activities in 2010. The DLC nominations committee is responsible for the review of the composition of the Boards and its committees, including the DLC sustainable development committee. The DLC nominations committee, having reviewed the skills, knowledge, diversity and experience of directors and potential directors, make recommendations to the Boards on appointments. The composition of the Boards and committees are reviewed at least annually. Conflicts of interest Comprehensive policies are in place to ensure that conflict of interest is avoided at a Board and executive level – see the corporate governance section of our Annual Report 2010. Within the Group, management, employees and partners are guided by our business ethics. Last change: 15.03.2011 © 2012 by Mondi Haftungsausschluss (EN)\| Datenschutz (EN)\| Zugänglichkeit (EN)\| © 2012 by Mondi