CORPORATE
GOVERNANCE REPORT
COMPLIANCE WITH THE KING CODE ON CORPORATE GOVERNANCE (“KING IV”)
The Senwes Group (“the group”) and the board of directors (“the
board”) of Senwes and its related parties conduct business according
to the highest standards of corporate governance and in
the interest of all stakeholders.
The group supports the high levels of ethical conduct and sustainability
at all levels. A web-based sustainability report is available separately
on Senwes’ website and explains these aspects more comprehensively.
The principles of King IV have been adopted as far as practically possible
and the group’s corporate administration and governance best
practices are at mature levels.
The company does not apply certain recommendations of King
IV, given the current shareholder structure:
� The non-executive chairman of the board is not an independent
director, but is supported by a duly elected and experienced independent
non-executive vice-chairman, who was also elected as the
lead independent director;
� The board does not comprise a majority of independent directors,
although the independence has been enhanced substantially during
the year under review with the appointment of three independent
non-executive directors;
� The chairman of the board is also the chairman of the Nomination
Committee;
� The chairman of the Remuneration Committee is not independent
but is a non-executive director.
The majority shareholder, Senwesbel, has long-term strategic plans for
the group as the holding company of Senwes.
Senwesbel fully supports the strategy of Senwes and in certain instances
actively assists with the facilitation of the strategy of growth and consolidation.
During the year under review, Senwes and Senwesbel made a
general offer to KLK Landbou Limited’s (“KLK”) shareholders to acquire
shares in KLK. This offer was well-received and was concluded successfully.
Senwesbel subsequently disposed of all its KLK shares to Senwes
and Senwes acquired 57,7% of the shares in KLK.
As indicated above, the shareholder structure dictates the composition
of the board and is as follows:
SHAREHOLDER STRUCTURE
SHAREHOLDERS
Senwesbel
Ltd
Grindrod Trading
Holdings (Pty) Ltd
Senwes Capital
(Pty) Ltd
Senwes Share
Incentive Scheme
Trust
Producers
Public
53,16%
20,68%
2,62%
3,36%
12,54%
7,64%
NUMBER OF SHARES
96 106 723 37 395 213
4 738 901 6 071 381
22 663 097 13 813 993
180,789,308
The Senwes Group comprises the divisions, companies and relationships, including subsidiaries, joint ventures and an associate as reflected on p. 52
and p. 53 of the report.
54 ROOTED IN AGRICULTURE