CORPORATE GOVERNANCE
The role and function of the chair
The chair is a non-executive director who is appointed by the board
on an annual basis. The positions of the chair and the chief executive
officer are separate with segregated duties.
Although not an independent chair as defined in King IV, the board is
collectively of the view that, given the shareholder structure and the
chair’s experience in the commercial agricultural sector, it is appropri-
ate for him to chair the board.
The chair is supported by an independent vice-chair and lead inde-
pendent director, who is also the chair of the Audit and Investment
Committees.
The role and function of the chief
executive officer and Executive Committee
The board charter
The board charter regulates the parameters within which the board
operates and ensures the application of the principles of good corpo-
rate 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 char-
ter 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
needed. Members also have direct access to the groups’ external and
internal auditors, the company secretary and executive members at
all times.
Board meetings and attendance of board meetings
The board meets quarterly and during the year under review, held two additional meetings with specific focus on strategy and the strategic finan-
cial plans of the group.
Meetings are well attended, as can be seen from the following table:
Name of
director
Board * Audit
Committee Risk
Committee Remuneration
Committee Nomination
Committee Investment
Committee Social and Ethics
Committee
6 3 2 2 2 3 1
JDM Minnaar (Chair) # 6/6 3/3 2/2 2/2 2/2 3/3 1/1
SF Booysen (Vice-Chair) 5/6 3/3 - 2/2 2/2 3/3 -
JBH Botha 6/6 3/3 - - - - 1/1
AJ Kruger 6/6 3/3 - - 2/2 3/3 -
NDP Liebenberg 5/6 3/3 2/2 2/2 - - -
JJ Minnaar 5/6 - 2/2 2/2 - - -
SM Mohapi 5/6 2/3 - - - - -
TF van Rooyen 6/6 - 2/2 - - - 1/1
WH van Zyl 6/6 - 2/2 2/2 - - -
AG Waller 5/6 - - - - 2/3 -
F Strydom 6/6 3/3 2/2 2/2 2/2 3/3 1/1
CF Kruger 6/6 3/3 2/2 2/2 - 3/3 -
Number of meetings
Non-executive:
Executive:
The company’s daily corporate and management functions are dealt
with by the chief executive officer and he is supported by a manage-
ment team comprising of the following:
GROUP EXECUTIVE LEADERSHIP
The Executive Committee comprises of the heads of all business and
corporate units. Particulars of the leadership team are shown on p. 84.
Declaration of and dealing with personal interests
The personal interests of directors are monitored comprehensively and
reported continuously in terms of the embedded governance practices.
Formal declaration of interests is a standing item on the board’s agenda,
as well as those of the boards of the joint venture companies. Board
members and senior management are required to disclose their per-
sonal interests and other directorships. The shareholding of the board is
indicated on the next page.
Directors have unrestricted access to the company secretary, who
provides guidance and advice in relevant circumstances and may also
seek independent advice in terms of the protocol for the procurement
of independent external advice, regarding the business of the group,
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.
During the year under review, share trading was conducted during the
open periods listed below, while trading in closed periods or after a
cautionary announcement was prohibited:
Date 2018/2019 Status of trading Reason
30 April Closed Preparation of the annual financial statements
28 June Open Publication of annual financial statements and dividend
announcements
31 October Closed Preparation of the interim financial statements
6 December Closed Firm intention to make a general offer to KLK shareholders
approved by the board of directors of the group and
announcement of interim financial statements and interim
dividend
21 December Open Announcement of pro forma-financial effects of the KLK
offer on the group
1 March 2019 at 13:00 Closed Amended increased offer to the KLK Shareholders was
approved
11 March Open Announcement of pro forma-financial effects of the KLK
offer to group’s shareholders
30 April Closed Preparation of the annual financial statements
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* Including strategic sessions.
#
Ex officio member to all committee meetings.
##
Except for the Risk Committee – non-members of the other board committees, but attend upon invitation.
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SENWES INTEGRATED REPORT 2019
SENWES INTEGRATED REPORT 2019
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