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