INTRODUCTION

WBHO is committed to the principles of integrity, accountability and transparency as set out in the King III Report on Corporate Governance in South Africa (the Code). The board recognises the importance of sound corporate governance principles in its dealings with all stakeholders. These core principles along with other legislative and governance standards also guide the group’s legal obligations and disclosure requirements including compliance with the JSE Listing Requirements. Whilst there is commitment to comply with the provisions of the King III Report the following non-compliant matters require explanation:

The roles of chairman and chief executive officer are separate. Mr Wylie relinquished his role as chief executive officer in 2008 but remained on as executive chairman. The chairman is not regarded as independent due to his executive role. On 1 July 2010 Mr Wylie retired as executive chairman, however after 35 years experience in the industry the board considers his experience essential to the group and have requested that he remain on as chairman but with a lesser scope. Ms Matyumza has been appointed as the lead independent non-executive director to assist the board when dealing with any conflicts of interest should they arise.

Mr McCulloch is not independent as he is a director of Capital Africa Steel (Proprietary) Limited, an associated company. He is the only non-independent director on the audit committee. Mr McCulloch relinquished his chairmanship of the audit committee following the appointment of Ms Matyumza as independent non-executive chairperson.

The board strives to provide leadership and vision to the group in a manner that will enhance stakeholder value and ensure its long-term sustainable development and growth.

The board sat five times during the year, including one strategic meeting.