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Separate roles for the Chairman and CEO

The roles and responsibil ities of the chairman include:

 –   maintaining regular dialogue with the CEO over all operational matters

 –   consulting with the remainder of the Board promptly over any matter that gives him cause for concern

 –   acting as facilitator at meetings of the Board to ensure that no director, whether executive or non-executive,

dominates the discussion, that relevant discussion takes place, that the opinions of all directors relevant to

the subject under discussion are solicited and freely expressed, and that Board discussions lead to

appropriate decisions

 –   acting as an informal link between the Board and the CEO, being kept informed by the CEO on all important

matters between Board meetings, and being available to the CEO to provide counsel and advice where

appropriate

 –   summing up issues and decisions fairly, accurately and economically

 –   devoting sufficient time to the Company

 –   behaving appropriately as the senior face of the Company

 –   being on top of sectoral, macro-economic and political issues

 –   liaising and co-ordinating with sub-committee chairs

 –   setting the ethical tone for the Board and the Company

 –   providing overall leadership to the Board

 –   identifying and participating in selecting Board members and overseeing a formal succession plan for the

Board, CEO, CFO and key senior management

 –   managing conflicts of interest

 –   ensuring that good relations are maintained with the Company’s major shareholders and its strategic

stakeholders and presiding over shareholders’ meetings

 –   building and maintaining stakeholders’ trust and confidence in the Company

 –   ensuring that decisions by the Board are executed

The Board monitors and evaluates the performance of the chairman against these and other agreed

objectives annually.

The roles and responsib iliti es of the CEO include:

 –   developing and recommending the Company’s strategy, supported by yearly business plans and budgets, to

the Board for approval

 –   running the business and implementing the policies and strategies adopted by the Board

 –   consistently striving to achieve the Company’s financial and operating goals and objectives

 –   continuing to implement the holistic transformation strategy of the JSE as agreed at the Board

 –   succession planning

 – 

  information technology – ensuring that the JSE has world-class technology –   ensuring that comprehensive and appropriate internal control mechanisms are recommended to and

adopted by the Board to mitigate key risks

 –   monitoring and reporting the Company’s performance and compliance imperatives to the Board

 –   ensuring that the Company complies with all relevant laws and corporate governance principles

 –   ensuring that the Company applies recommended best practices relevant to the Company

 –   ensuring that the assets of the JSE are adequately maintained and protected, and not unnecessarily placed

at risk

 –   serving as chief representative of the Company

 –   ensuring that a long-term strategy is developed and recommended to the Board to create added value for

and positive relations with stakeholders

 –   representing the JSE on the WFE Board of Directors

 –   maintaining and building upon the good relations that currently exist with the FSB, the SARB, the NT and

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local and the central government

 –   continuing to build the brand, reputation and franchise of the JSE. This includes many aspects e.g.,

continuing to pursue foreign (and domestic) companies to list on the JSE; developing, listing and trading

new products; offering more services to the broking community, etc.

 –   establishing an organisational structure that enables effective execution of the Company’s adopted

strategies –   not causing or permitting any practice, activity or decision by or within the JSE that is contrary to commonly

accepted good business practice, good corporate governance or professional ethics

 –   fostering a corporate culture that promotes sustainable ethical practices, encourages individual integrity and

fulfils social responsibility objectives and imperatives

 –   ensuring that a positive and constructive work climate conducive to attracting, retaining and motivating

employees at all levels in the Company is maintained

 –   setting the ethical tone in providing ethical leadership and creating an ethical environment