Year of birth: 1945
Qualifications: MA (Oxon)
Date of appointment to DBsa board: 2.11.2000
Current occupation: Chairman - De Beers Group of Companies
Other directorships: DBCM Holdings (Pty) Limited (Chairman), Anglo American Corporation of South Africa Ltd, Anglo American plc, Centhold International Limited, DB Investments (Chairman), De Beers Consolidated Mines Ltd (Chairman), Debswana Diamond Co (Pty) Ltd, The Diamond Trading Co Ltd (UK), E Oppenheimer & Son Group Holdings Ltd (Joint Chair), Namdeb Diamond Corporation (Pty) Ltd (Chairman)
Appointed by Central Holdings shareholder
Year of birth: 1962
Qualifications: Masters in Philosophy, Politics and Economics
Date of appointment to DBsa board: 02.04.2003
Current occupation: Managing Director - De Beers Group of Companies
Other directorships: DBCM Holdings (Pty) Limited , Centhold International Limited, Central Holdings Limited, De Beers Consolidated Mines Ltd, Debswana Diamond Co (Pty) Ltd (Dep Chairman), The Diamond Trading Co Ltd (UK), E Oppenheimer & Son International Ltd, Namdeb Diamond Corporation (Pty) Ltd
Appointed by CMSL, the Management Company
Year of birth: 1947
Qualifications: Ph D; M Sc; Bsc Hons; B Sc.
Date of appointment to DBsa board: 02.04.2003
Current occupation: Retired
Other directorships: Tswalu Holdings (Pty) Ltd (Isle of Man), Tswalu Kalahari Reserve (Pty) Ltd (RSA)
Elected by majority consent of shareholders at the AGM
Year of birth: 1964
Qualifications: B Accounting (Science)
Date of appointment to DBsa board: 05.04.2006
Current occupation: Group Finance Director
Other directorships: DBCM Holdings (Pty) Limited , De Beers Consolidated Mines Ltd, De Beers India Private Limited, Debswana Diamond Co (Pty) Limited, Debsam Limited, The Diamond Development Co (Pty) Ltd (Chairman), The Diamond Corporation (Angola) Ltd, Element Six Abrasives SA, Namdeb Diamond Corporation (Pty) Ltd
Appointed by CMSL, the Management Company
Year of birth: 1956
Qualifications: MS Geology (University of Kansas), MBA (Harvard University)
Date of appointment to DBsa board: 01.03.2007
Current occupation: Chief Executive, Anglo American plc
Other directorships: BP plc, Anglo Platinum Limited
Appointed by Anglo American shareholder
Year of birth: 1965
Qualifications: BSc (Applied Maths), LLB from the University of Cape Town, and a LLM from Cambridge
Current occupation: Commercial Director of De Beers
Other directorships: De Beers sa, De Beers UK Limited, De Beers Group Services UK Limited, De Beers Trademarks Limited, De Beers Prospecting Botswana (Proprietary) Limited, De Beers Centenary Mauritius Limited, De Beers Mauritius Private Limited, De Beers Group Exploration Holdings Limited, De Beers MB Limited, De Beers BUG Limited, De Beers ATL Limited, De Beers BC Limited, De Beers Centenary Angola Properties Limited, Delibes Holdings Limited
Appointed by CMSL, the Management Company
Year of birth: 1942
Current occupation: Group Chairman - Rothschild
Other directorships: Compagnie Financiere Martin Maurel, La Compagnie Financière Saint-Honoré, De Beers sa Board, Board of Casino, Euris SA, N M Rothschild & Sons Limited, Supervisory Board of Paris Orl�ans, Rothschild Bank AG, Zurich, Rothschild & Cie Banque, Rothschilds Continuation Holdings AG
Elected by majority consent of shareholders at the AGM
Year of Birth: 1964
Qualifications: BSc in Geology and MSc in Hydrogeology
Date of appointment to the Dbsa Board: 6th May 2008
Current Occupation: Government of the Republic of Botswana's Permanent Secretary at the Ministry of Minerals, Energy and Water Resources
Year of birth: 1955
Qualifications: Ordinary Diploma - Electrical and Mechanical Engineering, Higher Diploma in Electrical and Electronic Engineering, B.Eng (Hons) Communications (Electronic) Engineering and Master Degree in Public Policy and Administration Date of appointment to DBsa board: 30.01.2002
Current occupation: Permanent Secretary Ministry of Mines and Energy Namibia
Other directorships: Namdeb Diamond Corporation - Deputy Chairman, Namdeb Properties (Pty) Limited - Chairman, Windhoek Maschinen Fabrik, Telecom Namibia Limited - Chairman
Elected by majority consent of shareholders at the AGM
Year of birth: 1940
Date of appointment to DBsa board: 30.01.2002
Current occupation: Merchant Banker
Other directorships: Investec plc, Central Holdings International Limited, Investec Limited
Appointed by Central Holdings shareholder
Year of birth: 1947
Qualifications: BSc Eng. (Mining) Rand, FSIMM, FIMMM
Date of appointment to DBsa board: 28.11.2007
Current occupation: Technical Director - De Beers
Other directorships: DBCM Holdings (Pty) Limited, Anglo American plc, De Beers Consolidated Mines Limited, De Beers Group Services (Pty) Ltd (Chairman), Debswana Diamond Company (Pty) Ltd), Namdeb Diamond Corporation (Pty) Ltd
Appointed by CMSL, the Management Company
Year of birth: 1957
Qualifications: Doctorate in Economics
Date of appointment to DBsa board: 07.02.2007
Current occupation: Finance Director Anglo American plc
Other directorships: Anglo American plc, DB Investments, Scottish and Southern Energy
Appointed by Anglo American shareholder
Year of birth: 1937
Date of appointment to DBsa board: 30.01.2002
Appointed by CMSL, the Management Company
Year of birth: 1969
Qualifications: BA Hons (Oxford)
Date of appointment to DBsa board: 05.04.2006
Current occupation: Head of Chairman's Office De Beers Group
Other directorships: DBCM Holdings (Pty) Limited, Centhold International Limited, Central Holdings Limited, DB Investments, De Beers Consolidated Mines Limited, Element Six Holdings Ltd (Chairman), De Beers Canada Inc (Chairman), The Diamond Trading Co Ltd (UK), Element Six Abrasives SA (Chairman), E Oppenheimer & Son Group Holdings Limited, Williamson Diamonds Limited (Chairman)
Appointed by CMSL, the Management Company
Year of birth: 1960
Qualifications: B Compt (Hons) CA (SA)
Date of appointment to DBsa board: 06.02.2008
Current occupation: Businessman
Other directorships: De Beers Consolidated Mines Limited, DBCM Holdings (Pty) Ltd, Ponahalo Capital (Pty) Limited, Ponahalo Holdings (Pty) Ltd, Ponahalo Investments (Pty) Ltd
Elected by majority consent of shareholders at the AGM
Year of birth: 1967
Qualifications: BCom, B Accounting, CA (SA) passed PAAB Board exam, Higher diploma Tax Law
Date of appointment to DBsa board: 06.02.2008
Current occupation: Group MD
Other directorships: E Oppenheimer & Son (Pty) Ltd, Rand Merchant Bank. (RMB)
Appointed by CMSL, the Management Company
Year of Birth: 1960
Qualifications: BA in Economics and a Master of Arts degree in Development Economics
Date of appointment to the Dbsa Board: 4th February 2009
Current Occupation: Government of the Republic of Botswana's Permanent Secretary at the Ministry of Finance and Development Planning
- Gareth Penny, Chairman
- Stuart Brown
- Bruce Cleaver
- Robin Mills
- Nicky Oppenheimer
- Jonathan Oppenheimer
De Beers (the Company) was formally incorporated in Luxembourg in November 2000. It is the holding company of what is regarded as the De Beers Group.
The Company is managed and controlled from its head office in Luxembourg where the Board meets to attend to the business of the Group. Its commercial activities are carried out by a number of subsidiaries, investments and joint ventures which it finances in different parts of the world.
Together these subsidiaries and investments in joint ventures constitute the Family of Companies.
Taxes and royalties to governments are paid by each of the different subsidiaries and investments in a manner consistent with the requirements of the jurisdiction in which they operate. De Beers submits annual and independently audited statutory accounts of both the Company and the Group in accordance with International Financial Reporting Standards.
These are lodged with the Registre du Commerce and other authorities in Luxembourg as well as being sent to each of the shareholders directly. These accounts are submitted to the Annual General Meeting of shareholders of the Company held in March each year.
The appointment of De Beers directors is governed by three legally binding documents: the Shareholders Agreement, the Management Contract and the Company’s Articles of Incorporation.
The Shareholders Agreement was entered into on 30 January 2002. It defines the objectives and relationship between the shareholders. It also sets out the specific provisions relating to the nomination, election and appointment of Board members with reference to the role of Central Management Services Limited (CMSL) (the management company) in terms of the Management Contract.
The Management Contract was also concluded on 30 January 2002: CMSL has been appointed to assist in the appointment of directors, senior executives and management. It also assists in the strategic development of the De Beers Family of Companies. CMSL is a company within the Central Holdings group (representing the Oppenheimer family).
The Articles of Incorporation relate to the legal establishment and registration of De Beers as a joint stock corporation in Luxembourg. As the legal constitutional instrument, it allows for a minimum of three and a maximum of 20 Board directors.
The shareholders and CMSL are directly responsible for the appointment and removal of directors in accordance with the provisions of the Shareholders Agreement and Management Contract. This ensures that the shareholders they represent have a clear voice in Board meetings and decisions.
As of 31 December 2009, the De Beers Board consisted of 17 directors. 6 serve in an executive capacity and are members of the Executive Committee. Each shareholder group is entitled to nominate two persons for appointment to the Board. Accordingly, 6 directors, 5 non-executives and one executive (the Chairman, Nicky Oppenheimer) are currently appointed under the appropriate clauses of the Shareholders Agreement.
The role of the Chairman is quite distinct from that of the Managing Director. As defined in the Shareholders Agreement, up to 10 independent directors may be appointed by CMSL under the Management Contract in consultation with the shareholders. Independent directors are those appointed independently of the shareholders’ direct entitlement.
A majority of these independent directors must be employed or hold executive office with De Beers. 7 directors, 2 of which are non-executive, are currently appointed to the Board under the appropriate provisions of the Management Contract.
Additional independent directors may be appointed by shareholders by majority consent or majority vote at the Annual General Meeting of shareholders. Four non-executive directors are currently appointed to the Board in this manner under the appropriate provisions of the Shareholders Agreement. Accordingly, of the 17 directors in office on 31 December 2009, 11 are independent directors (as defined in the Shareholders Agreement) and 11 are non-executive directors. A number of directors have both independent and non-executive status.
The Board is responsible for the Group’s system of governance and is ultimately accountable for the strategic direction of the business and all activities across the Family of Companies. This includes setting risk management policy, reviewing the effectiveness of risk management processes, recommending enhancements and ensuring effective succession planning.
It also provides oversight of, and consultation to, the different business entities across the Family of Companies. This includes on governance structures and on the identification, appointment and training of directors. The Board also reviews sustainability performance and risks on at least an annual basis in line with the formal risks review process.
Detail on these risks is presented in the introductory statement of the Chairman and performance overview of the Managing Director, as well as in our Report to Society 2009. The De Beers Board is supported in its decision-making by five committees: the Executive Committee, the Audit Committee, the ECOHS Committee, the Investment Committee and the Remuneration Committee.
Although not an official committee under the Board, the Principles Committee provides further review and scrutiny on the extent to which the Family of Companies contributes to sustainable development and operates in conformance with its Principles.
In 2008, the Board adopted a Board Charter which, inter alia, sets out the mandate of the Board and those powers reserved to it.
The shareholders and Board recognise that engaging risk is at the core of the business. De Beers is governed by a risk framework through which risks are proactively identified, engaged and managed. This includes taking advantage of opportunities and protecting capital, income and assets by mitigating the adverse impacts of risk.