CORPORATE GOVERNANCE
THE BOARD
Mandate of the Board:
Safeguarding value for our stakeholders
Consider and review the 10-year rolling strategy of the com
pany presented by management and the budgets necessary
for the implementation of the approved strategy.
Ensure proper management of the relationships between the
company and all its stakeholders to protect and, where pos-
sible, enhance the reputation of the company.
Monitor the performance of the company against agreed ob-
jectives and review the performance of the executive man-
agement against defined objectives and other applicable
performance standards.
Continuously monitor the solvency and liquidity of the com-
pany.
Approve and implement formal reservation (board) and dele
gation of authority (CEO and below) policies.
CORPORATE
GOVERNANCE
REPORT
COMPLIANCE WITH THE KING CODE ON
CORPORATE GOVERNANCE (“KING IV”)
The company does not apply certain recommendations of
King IV, given the current shareholder structure:
The Senwes group (“the group”) and the board of directors
(“the board”) of Senwes and its related parties conduct busi
ness according to the highest standards of corporate gover
nance and in the interest of all stakeholders. As the company
has been preparing for a listing for many years and was listed
on the licenced exchange ZAR X in February 2017, the group’s
corporate best practices are at mature levels.
The non-executive chair of the board is not an indepen-
dent director, but is supported by a duly elected and
experienced independent non-executive vice-chair, who
was also elected as the lead independent director;
The board does not comprise of a majority of indepen-
dent directors;
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 chair of the board is also the chair of the Nomination
Committee;
The chair of the Remuneration Committee is not inde-
pendent, but is a non-executive director.
The principles of King IV have been adopted as far as practically possible.
The two major shareholders, Senwesbel and Grindrod, have long-
term strategic plans for the group and Senwesbel, as the holding
company of Senwes. As the board is being elected from the com-
mercial producer client base, the Senwesbel directors have majority
representation as this is a statutory arrangement in the Memoran-
dum of Incorporation (MOI) of Senwesbel.
Shareholder structure
As indicated above, the shareholder structure dictates the composition of the board and is as follows:
Shareholders
Senwesbel Ltd
(“Senwesbel”)
Grindrod Trading
Holdings (Pty) Ltd
(“Grindrod”)
Senwes Capital
(Pty) Ltd (“treasury
shares”)
Senwes Share
Incentive Scheme
Trust (LTI)
Producers Public
11,67% 6,73%
% of issued shares
52,91%
20,68%
4,47%
3,54%
Number of shares
95 661 046
37 395 213
8 085 126
6 405 018
21 089 947
12 152 958
180 789 308
The Senwes group comprises of the divisions, companies and relationships, including subsidiaries, joint ventures and associate as reflected on
p. 70 of the report.
72
Further actions to enhance governance outcomes
Assess King IV and ensure updated requirements were com
plied with.
Ensure that the governing body leads ethically and effectively.
Continued oversight to ensure that the approved strategy is
implemented and appropriately resourced and that any possi-
ble risks are identified and mitigating actions put in place.
Ensure that the board remains independent in discharging its
duties.
Adopt a fair and responsible remuneration policy.
SENWES INTEGRATED REPORT 2019
The composition of the board
The pursuit of managing the group and the company in accordance
with good corporate governance principles in the best interest there-
of, continuously applies and the board comprises of 12 members as
indicated below:
Shareholder
Senwesbel
Grindrod
Together with:
Independent non-executive directors
Executive directors
Board members
6
1
3
2
The composition and the performance of the board, individual direc-
tors and committees are carefully scrutinised by the Nomination Com-
mittee. Shareholders are provided with information about directors
to enable them to make informed decisions regarding the election of
such directors. The reappointment of non-executive directors is not an
automatic process and through the Nomination Committee, the board
conducts a screening process to ensure that proposed board candi-
dates are “fit and proper” to serve as board members. The succession
plan for the chairman and vice-chairman has also been approved by
this committee.
With three independent non-executive directors on the board and an
experienced executive team, no single individual can exercise undue
influence on the decision-making processes of the board. During the year under review the board
Directors are nominated and elected by shareholders and provision
has been made for rotation in the form of a staggered rotation pro-
gramme, in terms of which 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 MOI. testing and the results thereof proved that
If a director has served for a period of more than nine years, best prac-
tice requires the board to consider whether that director continues to be
independent in executing his fiduciary duties. The board, upon recom
mendation by the Nomination Committee, has adopted the policy of
annually reviewing directors’ independence if their tenure has reached
nine years or more. The board committees contribute significantly to the effectiveness of
the board by ensuring that detailed oversight and reporting take place.
The chairmen of the board committees report comprehensively to the
board to ensure that the functions of the committees are executed in
accordance with the written mandates.
Based on the results of the evaluation, the board will consider whether
there is any evidence of any circumstance and/or relationship that would
impair their judgement, to the extent that their independence is compro-
mised. The process to evaluate the independence of the two directors
appointed to the board in 2009, was undertaken in August 2018, prior
to the annual general meeting (AGM).
was required to undergo psychometric
the board composition, ethics and abilities
are of the highest quality and level.
Written mandates and authorities have been put in place by the board
for itself in the board charter in terms of which certain powers have
been reserved for the board only as the highest decision-making au-
thority, ensuring thereby that the board addresses all its responsibilities.
SENWES INTEGRATED REPORT 2019
73