THE BOARD CHARTER The board charter regulates the parameters within which the board operates and ensures the application of the principles of good corporate governance in all its dealings . Furthermore , the board charter sets out the roles and responsibilities of the board and individual directors , including the composition and relevant procedures of the board . The board charter is aligned with the provisions of all relevant statutory and regulatory requirements including , amongst others , the Companies Act No 71 of 2008 , as amended (“ the Companies Act ”), the ZAR X listing requirements , King IV and the company ’ s MOI .
The board charter is reviewed annually , or as and when required during the year . In addition to the regulatory framework provided by the charter and the terms of reference of the committees , board members are encouraged to seek independent advice , at the company ’ s expense , during the execution of their fiduciary duties and responsibilities , if required . Members also have direct access to the group ’ s external and internal auditors , the company secretary and executive members at all times .
BOARD MEETINGS AND ATTENDANCE OF BOARD MEETINGS The board meets regularly and meetings are well attended , as can be seen from the following table :
Director Board * |
Audit Committee |
Risk |
|
|
Committee |
Remco |
Nomco |
|
Investment Committee |
Social and Ethics Committee |
Number of meetings |
7 |
3 |
2 |
4 |
3 |
4 |
1 |
Non-executive JDM Minnaar ( Chair ) # |
7 / 7 |
3 / 3 |
2 / 2 |
4 / 4 |
3 / 3 |
4 / 4 |
1 / 1 |
SF Booysen ( Vice-Chair ) |
7 / 7 |
3 / 3 |
- |
3 / 4 |
3 / 3 |
3 / 4 |
- |
JBH Botha ( Retired 22-8-2019 ) |
1 / 1 |
1 / 1 |
- |
- |
- |
- |
1 / 1 |
VJ Klein ( new appointment 22-8-2019 ) |
6 / 6 |
- |
1 / 1 |
- |
- |
- |
- |
AJ Kruger |
7 / 7 |
3 / 3 |
- |
- |
3 / 3 |
4 / 4 |
- |
NDP Liebenberg |
7 / 7 |
3 / 3 |
2 / 2 |
4 / 4 |
- |
- |
- |
JS Marais ( new appointment 22-8-2019 ) |
6 / 6 |
- |
- |
- |
- |
- |
- |
JJ Minnaar |
7 / 7 |
- |
2 / 2 |
4 / 4 |
- |
- |
- |
SM Mohapi |
7 / 7 |
3 / 3 |
- |
- |
- |
- |
1 / 1 |
JPN Stander ( new appointment 22-8-2019 ) |
6 / 6 |
2 / 2 |
- |
- |
- |
- |
- |
TF van Rooyen |
7 / 7 |
- |
2 / 2 |
- |
- |
- |
1 / 1 |
WH van Zyl |
7 / 7 |
- |
2 / 2 |
4 / 4 |
- |
- |
- |
AG Waller |
4 / 7 |
- |
- |
- |
- |
2 / 4 |
- |
Executive directors ## F Strydom 7 / 7 - 2 / 2 - - - - CF Kruger 7 / 7 - 2 / 2 - - - -
* Including strategic sessions .
#
Ex-officio member to all committee meetings .
##
Except for the Risk Committee – not members of the other board committees , but attend upon invitation only .
THE ROLE AND FUNCTION OF THE CHAIR The chairman is a non-executive director who is appointed by the board on an annual basis . The positions of the chairman and the chief executive officer are separate with segregated duties .
Although not an independent chairman as defined in King IV , the board is collectively of the view that , given the shareholder structure and the chairman ’ s experience in the commercial agricultural sector , it is appropriate for him to chair the board .
The chairman is supported by an independent vice-chairman and lead independent director , who is also the chairman of the Audit and Investment Committees .
56 ROOTED IN AGRICULTURE