CORPORATE GOVERNANCE
COMPLIANCE WITH LEGISLATION
COMPANY SECRETARY
The board collectively and the individual board members are gui
ded by the company secretary in the execution of their continued
responsibilities and duties. Newly appointed directors undergo an
appropriate induction process, presented by the company secre-
tary, which contains various elements. The board accepts total responsibility for compliance with all ap-
plicable legislation and regulatory requirements. This is reported
via the internal Compliance Committee, chaired by the company
secretary, and then to the Risk Committee as well as the Audit
Committee.
As required in terms of the Companies Act, the company secretary
supervises compliance with legislation throughout the group. The
appropriate structures in this regard have been established, as ex-
plained under the heading “compliance with legislation”. The board has officially adopted the group compliance coverage
plan, which relates to a group-wide approach to compliance. The
coverage plan is being implemented with focus on:
The company secretary also acts as the appointed advisor on
ZAR X and is required to oversee compliance with the listing re-
quirements and to report in terms of the Financial Advisory and
Intermediary Services Act to the Financial Services Board.
ACCESS TO INFORMATION
The company complies with the Access to Information Act, 2000
and a manual in this regard is available on the company’s website.
Shareholders also have access to the shares register, minutes of
members’ meetings and information regarding a number of com-
pany matters. Any enquiries may be addressed to the company
secretary as chief information officer.
In terms of the ZAR X listing requirements, the company has to
announce all material information, corporate actions, distributions
and directors’ dealings on the exchange news service, ZAPS. The
announcements made during the year under review are accessible
on ZAPS.
SUSTAINABILITY ASPECTS AT BOARD LEVEL
The sustainability of the company over the long term remains the
most important aspect and the board therefore has a long-term
view in respect thereof. The strategy rests on seven pillars and is
reviewed continuously.
Whilst pursuing these objectives, the board and management
co-operate within the parameters of a disciplined and specific
internal control environment, IT-control framework and combined
assurance framework, which will ensure the continued existence of
the company as a going concern.
STATEMENT OF COMPLIANCE
The ZAR X Listing Requirements listed companies to report on the
extent to which they apply the principles set out in King IV. The
company has applied the principles of King IV in all instances, ex-
cept in relation to the board composition reported above.
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• Identification of applicable and material legislation per business
unit;
• Assessment of compliance with self-audit questionnaires, which
are being designed;
• Continuous follow-up and reporting against the provisions of
the particular legislative sections; and
• Collated dashboard reporting to the relevant board and manage-
ment committees.
Compliance aspects are systematically being captured in a com-
bined assurance framework and reporting via this framework com-
menced two years ago. Each business and corporate unit has
identified the critical legislative provisions and these are monitored
and reported on individually per dashboard.
No major incidents of non-compliance with legislation have been
reported during the year under review.
GOING CONCERN
After recommendation by the Audit Committee, the board records
the facts and assumptions used to determine whether the busi-
ness will continue as a going concern for the new financial year and
approves the going concern principle.
INVESTOR RELATIONS
Senwes and Senwesbel listed on the ZAR X exchange in 2017, as
required in terms of the Financial Markets Act, 2012.
Senwes is the transfer secretary and the company secretary of
Senwes has been appointed by Senwes and Senwesbel in this
regard to ensure compliance with the listing requirements and pre-
vailing legislative provisions. Senwes is also licenced as a financial
services provider in accordance with the Financial Advisory and
Intermediary Services Act, 2002 and follows strict controls as to
ensure compliance with applicable legislative and regulatory provi-
sions. Trading of these shares occur on a T+0 realtime basis.
SHAREHOLDER INFORMATION AND MATTERS
Senwes’ five largest shareholders as at 30 April 2019:
Name of shareholder Number of
shares % of issued
shares
Senwesbel Ltd 95 661 046 52,91%
Grindrod Trading Holdings (Pty) Ltd 37 395 213 20,68%
Senwes Capital (Pty) Ltd 8 085 126 4,47%
Senwes Share Incentive Scheme Trust 6 405 018 3,54%
Ian van der Merwe Beherend (Pty) Ltd 1 000 000 0,55%
Shareholder information in terms of portfolio size:
Number of
holders % Total number
of securities %
1 - 1 000 securities 680 31,01% 237 061 0,13%
1 001 - 5 000 securities 480 21,89% 1 234 230 0,68%
5 001 - 30 000 securities 755 34,43% 10 479 212 5,80%
30 001 - 100 000 securities 229 10,44% 11 175 769 6,18%
100 001 - or more securities 49 2,23% 157 663 036 87,21%
2 193 100,00% 180 789 308 100,00%
Size of holding
Total
Shareholder diary 2019
Financial year-end 30 April
Announcement of results in media 28 June
Mail annual general meeting notice 21 July
Annual general meeting 22 August at 09:00
Live bids and offers are available on the ZAR X website.
SENWES INTEGRATED REPORT 2019
SENWES INTEGRATED REPORT 2019
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