1. PUBLIC ENTERPRISES PROGRAMME 3: LEGAL, GOVERNANCE, RISK & TRANSACTIONS 2008-2011 STRATEGIC PLAN AND FINANCIAL OVERVIEW 27-29 FEBRUARY 2008

2. Strictly confidential2 KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: LEGAL Sub-ProgrammeActivity / ProjectCritical Path ActivitiesTime RequiredDue DateOutput Legal Debt Recovery  Tracing debtor  Letter of demand  Obtain acknowledgment of debt and undertaking to pay  Determine debtor’s ability to pay and property to be attached, if necessary  Instructions to State Attorneys to issue summons  Obtain judgment if the debt is not paid Ongoing Memo Successful debt recovery Litigation  Claim for R 2.2 Billion by Umthunzi against government and Transnet - Defending matter in court during trial  Alexkor: Defending Nabeira legal action Awaiting Trial date 2 Days Depends on trial date 1 April 2008 Successful Defence or Settlement Winding up of entities  Diabo Trust: Appoint service provider to wind up Diabo Trust, trace beneficiaries and distribute assets to beneficiaries and transfer remaining assets to Government  Aventura: Defend legal action by Mikanto; Transfer Aventura sale assets to purchaser; Service provider commence with the winding up process 24 months from commence ment date 12 months from date of transfer of all resorts August 2008 Briefing Memo Successful winding up

3. Strictly confidential3 KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: LEGAL (CONTD.) Sub-ProgrammeActivity / ProjectCritical Path ActivitiesTime RequiredDue DateOutput Legal Denel end-state  1st meeting of task team where Denel will present businesses at risk  Team to work on solutions  Second meeting  Presentation to Ministers  Cab memo  Restructuring  Funding submission  14 Feb 2008  28 Feb 2008  10 March 08  17 March 08  31 March 08  2008/09  August 2009 31 March 08Cabinet Memo NCACC BillReport by service provider Write-up enhancements to the Bill 28 Feb 08 31 March 08 15 April 08Bill Assist with establishing DERI  Convene inter- departmental team  Write up of principles  Write-up of Bill  Assistance with Governance  Facilitate transfer of OTB to DERI  15 Feb 08  28 Feb 08  31 March 08  On-going  31 March 09 15 April 08Bill DERI established

4. Strictly confidential4 KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: LEGAL (CONTD.) Sub-ProgrammeActivity / ProjectCritical Path ActivitiesTime RequiredDue DateOutput PBMR  Prepare, draft and finalise subscription of shares by new shareholders (MHI)  Review and negotiate and finalise shareholders and/or subscription agreement 2 weeks from finalization of agreement Signed and concluded shareholders and/or subscription agreements SAATExecution of introduction of strategic equity partner Prepare, draft, negotiate and conclude transaction documents Successfully concluded transaction documents Transnet  Compliance with National Ports Act, 2005 Legal support in execution of Coega PSP  Appoint legal service provider to review and advise on DOT Port Regulations Provide legal assistance to DPE Transport team in executing Coega PSP

5. Strictly confidential5 KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: LEGAL (CONTD.) Sub-ProgrammeActivity / ProjectCritical Path ActivitiesTime RequiredDue DateOutput AD-HOC Referrals from Minister and DG Drafting of briefing and letterOn-goingAgreed datesDecision or briefing memo as required Parliamentary questions Draft/review response2 days: oral 5 days: written Agreed datesAnswer to parliamentary question Review of Cab MemosResearch topic Write-up memo 1 weekAgreed datesDecision or briefing memo, as required ArticlesArticle on economic/key issues2 weeks1 per annumArticle

6. Strictly confidential6 KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: GOVERNANCE Sub-ProgrammeActivity / ProjectCritical Path ActivitiesTime RequiredDue DateOutput Governance  Board appointments  Identify skills demand profile per SOE  Vetting of Directors,ie CIPRO  Identify Board members through consultation with DPE- SOE Teams, Board Nominations Committees and Minister  Obtain Minister’s preliminary approval via relevant DDGs, CIPM,& D-G  2 Months  1 week after obtaining Minister’s preliminary approval  Balance in terms of  gender, race, skills  Etc  Ministerial approval  Cabinet approval  Confirm acceptance  of appointment by  relevant Board members.  Review Board remuneration upon SOE request  Internal DPE consultation with relevant SOE team  Evaluate against DPE remuneration guidelines.  Evaluate against Board Evaluation Report.  Advise Minister via relevant DDGs, CIPM,& D-G  1 Week.  1 Week after receipt of request  Board remunerated in accordance with guidelines, competencies and SOE profile.

7. Strictly confidential7 KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: GOVERNANCE (CONTD.) Sub-ProgrammeActivity / ProjectCritical Path ActivitiesTime RequiredDue DateOutput Governance Board performance evaluations Analysis of SOE Board Performance Evaluation Report  Analysis and comment on Board performance in consultation with SOE Teams  Monitoring submission of Board performance evaluations report, by SOE Briefing to Minister via relevant DDGs, CIPM,& D-G 2 weeksTwo week after receipt of Board performance evaluation report from SOE  Annual Performance evaluation by Board as per best practice and pre- set KPI’s.  Completed analysis of Board evaluation report by SOE teams Board members. Annual General Meeting Annual General Meetings (Annual Reports, Annual Financial Statements, AGM Agenda & Resolutions  Letter by Minister to the Chairperson requesting additional agenda items Monitor legislative compliance Incorporate analysis by relevant SOE Teams  Brief to Minister regarding the Annual Report, Annual Financial Statements, Resolutions, Shareholder Rights, duties and responsibilities, SOE performance as per Board evaluation and agreed shareholder’s compact as well as other 2 months before AGM 11 – 15 Days Before AGM (Part Of Team Submission) 2 months before the AGM  Submission of additional agenda items to SOE  Timeous, comprehensive analysis of Annual Report, AFS, Agenda & Resolutions in consultation with SOE and submission to Minister via relevant DDGs, CIPM,& D-G. Attendance of AGM

8. Strictly confidential8 KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: GOVERNANCEL Sub-ProgrammeActivity / ProjectCritical Path ActivitiesTime RequiredDue DateOutput Governance Annual General Meeting (cont)  Governance specific comments and concerns (e.g. other Directorships, directors’ interests, etc) via relevant DDGs, CIPM,& D-G attendance of AGM

9. Strictly confidential9 Sub-ProgrammeActivity / ProjectCritical Path ActivitiesTime RequiredDue DateOutput Governance SOE Governance Review Formal request to SOE regarding completion of the Governance Audit Template  Letter from the Minister to SOE completion of Governance Audit Template Receipt and forwarding of reports to relevant SOE teams and co-ordination thereof  Analysis and coordination of comments from relevant SOE teams  Incorporate analysis by relevant SOE Teams  Brief to Minister regarding the outcomes of analysis and findings. 2 months before AGM. 2 months before AGM  Letter to SOE re completion of Governance Audit template  Submission of briefing memo and letter to Minister KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: GOVERNANCE

10. Strictly confidential10 KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: GOVERNANCE Sub-ProgrammeActivity / ProjectCritical Path ActivitiesTime RequiredDue DateOutput Governance Shareholder Compact Develop, Co- ordinate and Review Shareholder’s Compacts  Prepare draft Shareholder’s Compacts based on SOE corporate plan in consultation with SOE Teams  Submission of draft Shareholder’s Compacts to SOE  Preliminary discussion of draft Shareholder’s Compacts between SOE& DPE management teams  Submission of final draft Shareholder’s Compacts to SOE undercover of a letter from DG / CIPM  Final discussion of Shareholder’s Compacts between Minister and SOE Chairperson (where necessary)  Sign-off of Shareholder’s Compacts 2 months subject to SOE-DPE negotiations 1 Month before the AGM Developed Draft Shareholder’s Compacts Submitted draft Shareholder’s Compacts to SOE Negotiations between DPE and SOE Management Submission of final draft Shareholder’s Compacts to Minister Signed Shareholder’s Compacts

11. Strictly confidential11 KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: GOVERNANCE Sub-ProgrammeActivity / ProjectCritical Path ActivitiesTime Required Due DateOutput Governance Corporate planCheck compliance with the PFMA Input Governance comments into SOE Teams briefing memo to Minister  Letter to SOE reminding them of timeous submission of corporate plan  Manage SOE requests for late submissions  Timeous submission of Governance inputs 1 month (subject to receipt of SOE inputs) 1 month after receipt from SOE (usually 28 February of each year)  Reminder to SOE re submission of corporate plan  Letter to Minister of Finance indicating MPE support or otherwise for the request  Submitted inputs to DPE SOE team

12. Strictly confidential12 KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: RISK MANAGEMENT Activity / ProjectCritical Path ActivitiesTime RequiredDue DateOutput Routine Activities Input into the review of the annual shareholder compact 1. Receive the draft compact 2. Review the draft compact 3. Prepare inputs 1 weekSeptember 2008Inputs to the shareholder compact document Input into the review of the Corporate Plans 1. Receive the corporate plan 2. Review the plan 3. Interact with the SOE team 4. Prepare inputs 1 weekApril 2008Inputs to corporate plan memorandum A memo on shareholder level SOE risks for all SOE. Input into the review of the quarterly reports 1. Receive the SOE quarterly reports 2. Review the report 3. Interact with the SOE team 3. Prepare inputs 1 weekQuarterlyInputs to the quarterly report memos. A memo on updated shareholder level SOE risks for all SOE.

13. Strictly confidential13 KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: LEGAL Activity / ProjectCritical Path ActivitiesTime RequiredDue DateOutput Routine activities Input into the review of the monthly reports 1. Receive the SOE monthly reports 2. Review the report 3. Interact with the SOE team 4. Prepare inputs 1 weekMonthlyInputs to the monthly report memos. Input into the annual Risk Report 1. Systemic risk across all SOE 2. Risk assessment of the key risks for the shareholder in respect of SOE 1 Month1 month before the AGM Inputs into the AGM memo Process applications in terms of Section 54(2) of the PFMA. 1. Receive an application 2. Interact with the SOE team 3. Co-ordinate inputs by SOE team, governance and legal units. 4. Prepare a decision memo Within 30 days of receipt of the application. OngoingAppropriate advice and recommendations to Minister on application

14. Strictly confidential14 KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: LEGAL Activity / ProjectCritical Path ActivitiesTime RequiredDue DateOutput Routine work Monitor the implementation of approvals in terms of section 54(2) of the PFMA 1.Prepare a quarterly report on all PFMA approvals granted by Minister including property disposal 1 weekQuarterlyBriefing memo setting out progress and status of implementation of transactions approved by the Minister. Maintain the Risk Forum 1. Prepare annual schedule of quarterly Meetings QuarterlyOngoingEfficient and effective quarterly meetings Report and monitor the shareholder level risks 1. Determine level 1 risks for each SOE and cross-cutting risks across SOE. 2. Prepare a briefing memo to DG and Minister. 3 weeksOngoingA memo setting out the Shareholder level risks DPE Board Presentations Prepare report for Board PresentationOngoing1 week before the Board meeting A report on risk related issues for tabling in the Board meeting

15. Strictly confidential15 KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: LEGAL Activity / ProjectCritical Path ActivitiesTime RequiredDue DateOutput Special Projects Procure and implement a risk management software tool 1. Develop the terms of reference 2. Advertise in appropriate media 3. Evaluation of bidders 4. Appointment of successful bidder5. Implement the software tool 3 monthsDecember 2008Risk management software tool Develop ERM value add metrics and maturity model 1.Develop assessment criteria for each ERM nominal theme 2. Refine the maturity levels 3. Assess risk management maturity level in each SOE 3 MonthsJune 2008Enterprise Risk Management maturity assessment tool

16. Strictly confidential16 KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: LEGAL Activity / ProjectCritical Path ActivitiesTime RequiredDue DateOutput Special Projects Benchmark the SOE Risk Management practices within respective industries. (In 2008 benchmark Eskom’s and SAA’s risk management practices) 1.Undertake research on the “best risk management practices” pertaining to the industry 2.Identify study participants _ best companies in risk management within the industry (Aviation and Electricity) 3.Undertake site visits to the best companies 4.Compile a report on the findings and areas of improvement (if any) for the SOE 5.Submit report to the Minister in a memo format 6.Engage SOE on improvement areas where required 2 months per SOESeptember 2008 Report on the benchmarking SOE risk management processes

17. Strictly confidential17 KEY ACTIVITIES FOR THE YEAR SUB-PROGRAMME: LEGAL Activity / ProjectCritical Path ActivitiesTime RequiredDue DateOutput Special projects Risk Forum “Focused Projects in 2008/09)  2010 Initiatives  Specialist solutions (Contract and Contract Risk Management Guidelines) 1.Identify projects based on common problem areas amongst the SOE. 2.Constitute a Project Team 3.Develop and implement the project 4.Develop the guidelines. 5.Monitor the implementations of the guidelines in the SOE 3 months per projectAs per project plan A Guideline setting out “best practice” in dealing with a specific common problem area amongst SOE.

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