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               Recommendation: We need to first conduct a proper due diligence to determine whether the offer
               is in our shareholders’ best interest. If so, we need to not delay the process, and rather move quickly

               to  recommend acceptance  to  our  shareholders;  if not,  we need  to  immediately  enact  a takeover
               defense strategy, to protect our shareholders and employees (see B1 of this report).

               B6.2 Black empowerment ‘window-dressing’

               The Mineral Resources minister claims that we are involved in ‘window-dressing’; that is, paying leap
               service to black empowerment and transformation and has gone further to suggest, unless we take
               action, we will be met with unspecified sanctions. It appears to be a  threat or bullying hence we

               consider it unethical on the part of the government minister. But our out-going chairperson, with all
               due respect, seems to validate the Ministers claim by suggesting that, ‘’it was inevitable that this
               would happen  –the government should  be  knowing that the business of  business  is business.’’
               There is an inclined expectation that government should and can expect that its policies or laws will

               not be followed. It cannot escape our assessment that the ‘Tone At The Top’ has been such that we
               have perpetrated disingenuous or dishonest acts; such as structuring BEE deals that substantially
               leave the HDSAs disempowered either by keeping them away from exercising their voting rights, or
               keeps them so indebted that they never fully earn dividends form their holdings. At best, this is lack

               of transparency  for a  reputed  listed group  such as  ours, and at worse,  it is an indictment  of our
               collective integrity and conscience! These clearly, are some of the concerns the minister is trying to
               address in the recently released mining charter.


               Recommendation: We need to investigate our black empowerment practices in order to determine
               if,  and to what extend we have  been  involved  in window-dressing  -taking  corrective action,  and
               demonstrating to the government that we care about the principles and ethos of the mining charter.

               We  owe a duty, even  whilst challenging the  mining charter on strategic/commercial,  or legal
               grounds, to support the transformation of South Africa and assist uplift the HDSAs. It is also in our
               long-term interest as good corporate citizens to do so, besides, there is substantial evidence that
               good corporate  social  responsibility is good business!  So, the business  of business is  not only
               business, but good corporate citizenship!











                                                       Developed by The CharterQuest Institute for 'The CFO Business Case Study Competition 2017'
                                                                          www.charterquest.co.za | Email: thecfo@charterquest.co.za
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