CORPORATE GOVERNANCE
GROUP EXECUTIVE LEADERSHIP | continued
The personal interests of the current board members in the group are disclosed in the table below:
Name
SENWES
Direct %
SENWESBEL
*Indirect %
SHARES % SHARES %
142 386 0,08% 1 006 071 0,88%
132 386 0,07% 432 246 0,38%
- 0,00% 573 825 0,50%
10 000 0,01% - 0,00%
- 0,00% 1 019 000 0,89%
NDP Liebenberg - 0,00% 662 350 0,58%
Annatjie Liebenberg Lewende Trust** - 0,00% 356 650 0,31%
- 0,00% 14 376 179 12,54%
JDM Minnaar - 0,00% 4 100 000 3,57%
Robyn Trust** - 0,00% 5 095 000 4,45%
Lerna Boerdery CC** - 0,00% 4 569 779 3,99%
JDM Boerdery (Pty) Ltd** - 0,00% 611 400 0,53%
- 0,00% 4 337 838 3,78%
33 432 0,01% 557 883 0,49%
TF van Rooyen 4 335 0,00% 11 100 0,01%
Doc-Zonie Trust** 8 028 0,00% 505 808 0,44%
21 069 0,01% 40 975 0,04%
438 384 0,24% 8 545 435 7,46%
33 829 0,02% 614 538 0,54%
- 0,00% 3 289 662 2,87%
Non-executive:
AJ Kruger & related parties
AJ Kruger
Eldrie Trust**
Kingston Boerdery CC**
NDP Liebenberg & related parties
JDM Minnaar & related parties
JJ Minnaar
TF van Rooyen & related parties
IM Boerdery (Pty) Ltd**
WH van Zyl & related parties
WH van Zyl
Van Zyl Beleggings Trust**
Thuso Graan (Pty) Ltd**
Family members within defined cosanguinity
SF Booysen
4 555 0,00% 1 450 375 1,27%
400 000 0,22% 3 190 860 2,78%
- 0,00% 340 404 0,30%
Executive:
F Strydom 336 841 0,19% 3 016 275 2,63%
CF Kruger & related parties 190 582 0,11% 2 026 986 1,77%
128 262 0,07% 2 026 986 1,77%
62 320 0,04% - 0,00%
1 141 625 0,63% 35 226 071 30,74%
Other shareholders 179 647 683 99,37% 79 383 236 69,26%
TOTAL 180 789 308 100,00% 114 609 307 100,00%
CF Kruger
Family members within defined cosanguinity
Subtotal of directors
** Senwesbel Ltd holds a 52,9% interest in Senwes Ltd. The related parties’ indirect shareholding via Senwesbel is calculated by multiplying their direct
shareholding in Senwesbel, as disclosed in the table above, with Senwesbel’s shareholding in Senwes.
** The directors do not necessarily have a controlling interest in the trusts, CC’s and/or companies related to them.
BOARD COMMITTEES
Functions and mandates
The board established a number of committees to facilitate ef-
fective decision-making and to assist the board in the execu-
tion 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 commit-
tee are arranged by means of formal, written mandates, which
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are reviewed and approved by the board on an annual basis.
Board committees serve a useful purpose by focusing on clear-
ly defined issues in greater depth than the main board. The
group makes use of these board committee structures to en-
sure that the onerous work of the board is being attended to
properly.
SENWES INTEGRATED REPORT 2019
The current board committees are as follows:
GOVERNANCE
AUDIT
COMMITTEE
(AGM appointed)
Required by the
Companies Act
and King IV TM
GOVERNANCE
SOCIAL AND
ETHICS
COMMITTEE GOVERNANCE REMUNERATION
COMMITTEE GOVERNANCE GOVERNANCE NOMINATION
COMMITTEE INVESTMENT
COMMITTEE
Required by
Companies Act Required by
King IV TM Required by
King IV TM Required by
King IV TM Own needs
Mandate approved Mandate approved Mandate approved Mandate approved
RISK
COMMITTEE
STRATEGIC
(AGM appointed)
Independent
members Members have
to have appropriate
skills
Mandate approved Mandate approved
These committees meet regularly in terms of the board’s
annual work plan and annually review their mandates, af
ter which such mandates are presented to the board for
approval.
After each meeting the chairmen of the board commit
tees report on the activities of the committees to the main
board, as the board is required to ensure that the com
mittees 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 commit
tees, 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 impor
tance, 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 con
sider.
Overall the board has expressed satisfaction with the ac
tive role played by each board committee in ensuring that
the onerous responsibilities of the board are properly exe
cuted and addressed.
THE AUDIT COMMITTEE
The board is satisfied that it has an independent Audit Com-
mittee. This committee comprises of a majority of independent,
non-executive directors and is chaired by Steve Booysen. The
chief executive officer, chief financial officer and major finan-
cial and corporate disciplines throughout the group also attend
committee meetings.
The Audit Committee met three times during the year under
review. In terms of the provisions of the Companies Act and its
mandate, the committee attends to the following:
•
•
•
•
•
Annual internal and external audit planning and budgets;
Internal and external audit reporting;
Integrated reporting;
Integrity of controls and financial disclosure;
Appointment of external auditors and verification of inde-
pendence;
• Approval and recommendation of the annual financial re-
ports, distribution to shareholders, liquidity and solvency
tests and compliance assurance in terms of the Companies
Act, IFRS and accounting policies;
• Governance frameworks;
• Tax strategy and risk; and
• Combined assurance in terms of risk, audit and compli-
ance.
It ensures appropriate reporting of the going concern recom-
mendations and supports the board actively in ensuring that
appropriate corporate governance and information technology
frameworks are in place and are being maintained as such.
The Audit Committee annually considers the major tax strate
gies and risk in terms of legislation, structuring of proposed
transactions and prevailing tax issues affecting the group via
the Tax Risk Committee.
SENWES INTEGRATED REPORT 2019
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