CORPORATE GOVERNANCE
Directors have unrestricted access to the company secretary, who provides
guidance and advice in relevant circumstances. They may also
seek independent advice regarding the business of the group, in terms
of the protocol for the procurement of independent external advice, at
the cost of the company.
Share trading by directors and management takes place in terms of a
formal Code of Conduct for Personal Trading of Shares and Positions
in the group. Directors’ dealings are disclosed on ZAPS within 48 hours
of a trade occurring.
During the year under review, share trading was conducted during the
open periods listed below, while trading during closed periods or after
a cautionary announcement was prohibited:
Date 2019/2020 Status of trading Reason
30 April Closed Preparation of the annual financial statements
27 June Open Publication of annual financial statements and dividend announcements
31 October Closed Preparation of the interim financial statements
28 February Open Announcement of pro forma-financial effects of the potential Suidwes transaction on the group
27 March Closed Details of amended offer to the Suidwes shareholders was disseminated to the board
2 April Open Announcement of pro forma-financial effects of the Suidwes transaction to the group’s shareholders
30 April Closed Preparation of the annual financial statements
BOARD COMMITTEES
Functions and mandates
The board established a number of committees to facilitate effective
decision-making and to assist the board in the execution of its duties
and powers, whilst still reserving the material decisions for itself in
terms of the “Reservation of Authority”.
The powers and execution of the responsibilities of each committee
are arranged by means of formal, written mandates, which are reviewed
and approved by the board on an annual basis.
Board committees serve a useful purpose by focusing on clearly defined
issues in greater depth than the main board. The group makes
use of these board committee structures to ensure that the onerous
work of the board is being attended to properly.
The current board committees are as follows:
GOVERNANCE
GOVERNANCE
GOVERNANCE
GOVERNANCE
GOVERNANCE
STRATEGIC
AUDIT
COMMITTEE
(AGM appointed)
SOCIAL AND
ETHICS
COMMITTEE
(AGM appointed)
REMUNERATION
COMMITTEE
RISK
COMMITTEE
NOMINATION
COMMITTEE
INVESTMENT
COMMITTEE
Required by the
Companies Act
and King IV TM
Independent
members
Required by the
Companies Act
Members have
to have appropriate
skills
Required by
King IV TM
Required by
King IV TM
Required by
King IV TM
Own mandate
Mandate approved Mandate approved Mandate approved Mandate approved Mandate approved Mandate approved
These committees meet on a regular basis in terms of the board’s annual
work plan and annually review their mandates, after which such
mandates are presented to the board for approval.
After each meeting the chairmen of the board committees report on
the activities of the committees to the main board, as the board is
required to ensure that the committees act within their mandates and
have done the work they are required to do.
The main board will rely on these committees to provide certain safeguards
as per the mandates of the committees, such as recognition of
risks, fair remuneration of management, strong internal controls, sound
investment decisions and good communication with stakeholders.
The board will thus expect each governance committee to inform it of
any risks or other issues of strategic importance, which it has discovered
during the execution of its mandate.
The board will also expect to be given the assurance that, apart from
the risks or issues specifically reported on, the committee has carried
out all the functions required of it in a satisfactory manner and that
no additional issues have come to its attention, which the board needs
to consider.
Overall, the board has expressed satisfaction with the active role played
by each board committee in ensuring that the onerous responsibilities
of the board are properly executed and addressed.
SENWES INTEGRATED REPORT 2020
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