CORPORATE GOVERNANCE
BOARD COMMITTEES | continued
THE INVESTMENT COMMITTEE
The Investment Committee comprises of non-executive direc
tors only. The executive directors attend the meetings as well.
This committee met three times during the year under the
guidance of its chair, Steve Booysen.
This committee is responsible for various matters and its man-
date has been expanded to include the management of liabili-
ties as well. The committee attends to:
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Investment philosophy and investment management;
Growth transactions and joint venture partnerships;
Investment performance;
Funding requirements and equity structuring;
Liability management;
Review of post-implementation audit reports of investments
made.
THE NOMINATION COMMITTEE (“NOMCO”)
This committee met twice during the year and is chaired by
Danie Minnaar, chair of the board. It comprises of non-exe
cutive directors only and meetings are attended by the chief
executive officer and the company secretary. Nomco is the
caretaker of governance and compliance with King IV and the
Board Charter and is mandated to:
• Consider the composition of the board of directors, taking
the business and size of the company and the commercial
and sector imperatives in which the company operates, into
account;
• Determine and recommend targets for race and gender
representation;
• Determine the independence requirements and the ap-
pointment of a lead independent director;
• Identify the required fields of knowledge, skills, experience,
culture, age, gender and race in order to service such re-
quirements;
• Ensure a transparent and formal nomination, election and
ultimately an appointment process;
• Invite nominations for candidates for appointment, subject
to the provisions of the Companies Act and the Codes on
Corporate Governance;
• Recruit and appoint candidates that meet the “fit and proper”
criteria as directors; and
• Evaluate the performance, efficiency, balance and diversity
of the board of directors.
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THE REMUNERATION COMMITTEE (“REMCO”)
This committee met twice during the year under the chairman-
ship of Nico Liebenberg and comprises of non-executive direc-
tors only. The corporate divisions, mainly Corporate Services
and Human Resources, attend meetings on invitation.
Remco attends to the following:
• Recommendations regarding non-executive and executive
directors’ remuneration to the board and shareholders;
• Reviews and ensures application of the remuneration phi-
losophy;
• Ensures sound incentive scheme management and reason-
able and appropriate salaries/wages;
• Ensures appropriate succession planning for the executive
directors and management; and
• Employment equity.
THE RISK COMMITTEE
This committee comprises of non-executive and executive di-
rectors and is chaired by Thabo van Zyl. Risk Management
and all other divisions are exposed to the committee by means
of a structured work plan. The committee met twice during
the year. This committee plays a strategic role in guiding the
board in its strategic plans. It analysis strategic and operational
risks at all levels. During the year under review the committee
reviewed its risk management plan and risk appetite and pre-
sented these for approval to the board.
Risk management is applied throughout the Senwes group. It
is understood that risk management will assist with ensuring
the long-term sustainability of Senwes. The current risk culture
within the company contributes to the creation of shareholder
value on a sustainable basis that is consistent with shareholders’
expectations. The reporting structure is as follows:
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Chief risk manager and risk officers;
Exco;
Compliance Committee; and
Risk Committee.
THE SOCIAL AND ETHICS COMMITTEE
The committee is responsible for the oversight of some of the
other board committees as provided for in the Companies Act.
James Botha is the chair and the committee met once during
the year. It comprises of non-executive directors only. The com-
mittee is responsible for, inter alia:
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Labour matters;
Transformation and B-BBEE-matters;
Consumer protection and sound business practices;
Code of Ethics and Code of Conduct;
Sustainable culture and values;
Stakeholder engagement; and
Sustainability and concomitant integrated sustainability re-
porting.
A formalised ethics programme was adopted and implemen
ted and continuous monitoring of ethics is being done through-
out the group. This programme includes the declaration of
personal and conflicting interests, training and awareness of
values and it demonstrates commitment to the Senwes Code
of Ethics and Code of Conduct at all levels.
The risk management functions report continuously on material
risks and opportunities of the group, as well as those of each
operational business unit or joint venture.
The Social and Ethics Committee has carried out its statutory
obligations in terms of its mandate and the committee confirms
that the group conducts its affairs diligently and responsibly as
required in terms of good corporate citizenship. The committee
reviewed and was satisfied with the integrated report as pre-
sented to the shareholders.
The remuneration philosophy and policy are dealt with in detail
in the remuneration report. The report explains the practical
application and implementation of remuneration governance in
support of the recommendations for the remuneration of direc-
tors for the new year, as contained in the notice of the annual
general meeting and the special resolution in this regard. The
recommended remuneration for the new year is considered as
a binding vote and is submitted as such to shareholders.
Senwes Share Incentive Scheme Trust
The participants of the LTI-share incentive scheme are exe
cutive and senior managers who are able to influence the per-
formance of the group and are able to align the interests of
the group with those of the shareholders. It is based on the
dual principles of retention, namely to ensure continuity, as well
as predetermined performance targets. If these targets are not
achieved, the allocated shares are forfeited. The annual grants
in terms of the share scheme vest every three years.
The scheme is overseen by the board, with the detail being at-
tended to by the Remuneration Committee and complies with
section 97 of the Companies Act.
During the year under review, only 51% of the shares granted in
2015 vested on 28 June 2018. The details thereof are reported
in the remuneration report.
SENWES INTEGRATED REPORT 2019
SENWES INTEGRATED REPORT 2019
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