NO SINGLE INDIVIDUAL CAN
EXERCISE UNDUE INFLUENCE
ON THE DECISION-MAKING
PROCESS
THE BOARD
The fact that strong independent non-executive directors have
been appointed to the Board, together with a strong executive
team, ensures that no single individual can exercise undue
influence on the decision-making process. the Board adopted and implemented a formal orientation
programme and encouraged board members to attend courses
and conferences at reputable higher education institutions.
During the year under review the following changes occurred in
the board membership: THE ROLE AND FUNCTION OF
THE CHAIRMAN
•
Ms Ruwayda Redfearn, representing Grindrod, resigned due
to ill health and Mr Andrew Waller, the Chief Financial Officer
of Grindrod, was appointed in her stead.
• Mr Khutso Mampeule resigned from the board due to other
commitments.
• The executive team of the board was also enhanced
with the appointment of Mr Joe Maswanganyi as the
Executive Director responsible for Strategy, Sustainability
and Corporate Affairs.
Directors are nominated and elected by shareholders and
provision has been made for a three year staggered rotation
programme which determines that no board member’s term of
office may exceed three years. Directors are appointed, subject
to re-election, by the shareholders in accordance with the
Companies Act and the Memorandum of Incorporation (“MOI”).
BOARD MEETINGS AND
ATTENDANCE OF BOARD
MEETINGS
The Board meets quarterly and during the year under review
also held two additional meetings with specific focus on strategy
and the strategic financial plans of the Group. In addition the
Board also visited certain of the operational joint venture
businesses of the Group. Through the Nomination Committee
The Chairman is a non-executive director who is appointed by the
Board on an annual basis. Mr Danie Minnaar has successfully taken
up this role and has been able to guide the Board and the Group
in a highly efficient manner. The office of the Chairman and the
Managing Director are separate with segregated duties.
Although not an independent chairman as defined in King III,
the Board and Mr Minnaar‘s fellow directors are of the view
that, given the shareholder structure and his vast experience in
the commercial agricultural sector, it is appropriate for him to
chair the Board. The Chairman is supported by the independent
Vice-chairman, Mr Steve Booysen, who also chairs the Audit and
Investment Committees.
THE ROLE AND FUNCTION OF
THE MANAGING DIRECTOR AND
EXECUTIVE COMMITTEE
The Company’s daily corporate and management functions are
dealt with by the Managing Director.
The duty of the Managing Director is to execute the strategies and
policies, as approved by the Board, to manage the business and
to execute all instructions of the Board. The Managing Director is
supported by a management team of 13 members, who form the
Executive Committee.
Senwes INTEGRATED REPORT 2015
17