Murray & Roberts is fully committed to and supports the principles of corporate governance and monitors local and international trends in this area.

Core Values
Murray & Roberts is committed to the core values detailed on page two of this report.

Chairman and Board of Directors
The board meets at least four times a year.

The board currently comprises nine non-executive directors and six executive directors and has a non-executive chairman.

Approved levels of delegated authority ensure that decisions on strategic and material operational matters are made by the board.

All directors have access to the advice and services of the group secretary and are authorised to seek independent professional advice on the affairs of the group.

There are no onerous or long term service contracts relating to the position of any director.

Board Committees

Remuneration Committee The remuneration committee meets at least three times a year. During the year its membership comprised Messrs DC Brink (Chairman), PG Joubert, JJM van Zyl and BC Bruce.

During the year, this committee approved the remuneration of the non-executive and executive directors, including the basis of and final calculation of performance based bonuses and the grant of share options. It received reports on the remuneration of the operating entities' senior executives and approved group policy on remuneration matters and major aspects of retirement funding and other benefit schemes.

Audit Committee The audit committee meets at least twice a year. During the year its membership comprised Messrs PG Joubert (Chairman), AA Routledge and AJ Morgan.

The committee's mandate includes the monitoring and recommendation of group accounting policies. It receives and considers the group audit report. The group auditors have unrestricted access to this committee.

The committee reviews and recommends to the board, approval of the group's annual financial statements and the group's results as published in its interim and preliminary reports.

Risk Management and Internal Audit
Internal audit procedures have been implemented in Murray & Roberts Limited during the year, under chairmanship of the group chief financial officer.

A risk management committee has been instituted in Murray & Roberts Limited under the chairmanship of the group chief operating officer. The committee reports regularly to the Murray & Roberts Holdings Limited board.

Employment Equity and Development
Murray & Roberts is committed to the development of all employees and the principles of employment equity. Details of the group's actions in this regard are contained in the Chairman's Statement on page eight of this report.

Executive Remuneration
A comprehensive review of executive remuneration during the year has aligned remuneration with business strategy. A profiled salary framework and incentive structure is benchmarked against industry best practice with sustainable growth and value creation as the principle performance measure.

Key performance areas supporting the Rebuilding Murray & Roberts strategy are the final determinant of executive incentive remuneration.