BOARD OF DIRECTORS
Charter
The board has an approved charter which records the board’s continued objective to provide responsible business leadership with due regard to the interests of shareholders and other stakeholders, whilst reflecting a demonstrable concern for sustainability as a business opportunity that guides strategy formulation. The various communities and the environment within which the company operates have continued to benefit from this insight. The board charter regulates and addresses inter alia, the role of the board as the custodian of corporate governance, the fiduciary duties and responsibilities of the board and individual directors toward the company, the approval of strategy and annual business plan, the governance of risk and information technology and succession planning.
Board Composition
Tongaat Hulett has a unitary board structure, which at 31 March 2013 comprised nine non-executive and three executive directors, drawn from a broad spectrum of the business community. Collectively, the directors possess a wide array of skills, knowledge and experience, and bring independent judgment to board deliberations and decisions, with no one individual or group having unfettered powers of decision-making.
Board and Committee Composition
The roles of the independent non-executive Chairman, J B Magwaza, and the Chief Executive Officer, P H Staude, are separate with a clear division of responsibilities.
The board has delegated to the Chief Executive Officer and other senior management authority to run the day-to-day affairs of the company. In addition to written board resolutions, levels of authority and materiality delegated to management are approved by the board and are clearly recorded in the Authorities Framework contained in the Corporate Governance Manual, which is utilised by all operations within Tongaat Hulett.
In accordance with the company’s memorandum of incorporation, directors are required to retire either by rotation at intervals of three years or at the close of business of the next annual general meeting (AGM) after a director attains the age of seventy years. Directors retiring by rotation who avail themselves may be re-elected at the AGM at which they retire. New directors may only hold office until the next AGM, at which they will be required to retire and offer themselves for election. At the next AGM, Jenitha John, Rachel Kupara, Adriano Maleiane and Murray Munro will retire by rotation and seek re-election as directors.
There are no term contracts of service between any of the directors and the company or any of its operations.
Board Induction
On appointment, new directors have the benefit of induction activities aimed at broadening their understanding of the company and markets within which it operates. The Company Secretary ensures that directors receive accurate, timely and clear information. The Chief Executive Officer and other executives provide directors with appropriate information on business performance and strategic objectives and themes. This, together with business reports of prior board and committee meetings, and discussions with heads of operations, provides directors with sufficient insight of the company’s operating dynamics. Directors are also encouraged to update their skills, knowledge and experience through participation in relevant programmes as deemed appropriate from time to time.
| Board of Directors | Board Committees | ||||
| Year | Risk, SHE, | ||||
| Name | appointed | Audit | Remuneration | Nomination | Social & Ethics |
| Independent Non-executive Directors | |||||
| J B Magwaza (Chairman) | 1994 | Member | Chairman | ||
| F Jakoet | 2008 | Member | Member | ||
| J John | 2007 | Chairman | |||
| R P Kupara | 2009 | Member | |||
| A A Maleiane | 2009 | ||||
| M Mia (to 27 July 2012) | 1996 | ||||
| N Mjoli-Mncube | 2008 | Member | Member | Chairman | |
| S G Pretorius | 2011 | Chairman | Member | ||
| Non-executive Directors | |||||
| C B Sibisi | 2007 | Member | |||
| T N Mgoduso | 2010 | Member | |||
| Executive Directors | |||||
| PH Staude (CEO) | 1997 | Member | |||
| B G Dunlop | 1997 | ||||
| M H Munro | 2003 | Member | |||
Board Evaluation
The formal self-evaluation process of the board and its committees, the assessment of the Chairman’s performance by the board and the assessment of the performance of individual directors by the Chairman, which are conducted annually, are an integral element of the board’s activities to review and improve its performance continually. During the period under review, this evaluation process included assessing the independence of non-executive directors as envisaged in the King III code. Of the nine non-executive directors, seven are considered independent, whilst two are not considered independent by virtue of their involvement in the company’s black economic empowerment equity participation structure. In arriving at this conclusion, consideration is given amongst others, to whether the individual non-executive directors are sufficiently independent of the company so as to effectively carry out their responsibilities as directors, that they are independent in judgment and character, and that there are no instances of conflicts of interest in the form of contracts, relationships, share options, length of service or related party disclosures that could appear to affect independence. The outcome of the board evaluation process for the period under review has been positive and an ongoing element of the board’s focus will be succession planning, including board composition and the position of Chairman. The assessment of the independence of directors serving on the board for a period longer than nine years is conducted annually, following the criteria laid out in King III.
The board meets at least five times a year, with special or additional meetings convened as circumstances dictate. Comprehensive board documentation is prepared and distributed in advance of each meeting, with an opportunity to propose additional matters for discussion at meetings. Independent professional advice is available to directors in appropriate circumstances at the company’s expense.
Company Secretary
All directors have access to relevant information and to the advice and services of the Company Secretary, M A C Mahlari, who was appointed in December 2009. Ms Mahlari holds a BA, LLB, has over 10 years’ experience as a company secretary and has worked in various private commercial law practices. After assessing the Company Secretary in accordance with the JSE Listings Requirements, the board concluded that Ms Mahlari is suitably qualified, competent and meets the appropriate requirements in terms of experience to carry out the functions of company secretary of a public listed company. Furthermore, the board is satisfied that Ms Mahlari maintains an arms-length relationship with the board of directors. She is not a director, nor does she enjoy any related or inter-related relationship with any of the directors or executives of the company that could give rise to a conflict of interest.
The attendance record of directors for the period under review is reflected in the table below.
| Director | Board | |
| A | B | |
| J B Magwaza (Chairman) | 5 | 5 |
| P H Staude (CEO) | 5 | 5 |
| B G Dunlop | 5 | 5 |
| F Jakoet | 5 | 5 |
| J John | 5 | 4 |
| R Kupara | 5 | 5 |
| A Maleiane | 5 | 5 |
| T N Mgoduso | 5 | 4 |
| M Mia1 | 1 | 1 |
| N Mjoli-Mncube | 5 | 5 |
| M H Munro | 5 | 5 |
| S G Pretorius | 5 | 5 |
| C B Sibisi | 5 | 5 |
| A: | Indicates the number of meetings held during the year while the director was a member of the board. |
| B: | Indicates the number of meetings attended during the year while the director was a member of the board. |
| 1: | Retired from the board at the AGM on 27 July 2012. |
BOARD COMMITTEE STRUCTURES AND RESPONSIBILITY
In accordance with the board charter, the board has reserved certain matters for its exclusive mandate and has approved and delegated authority for specific matters to various committees, all of which have formal terms of reference. Through transparency, disclosure, review and regular reporting by the committees, the board is able to receive assurance that, inter alia, key risk areas, operational, financial and non-financial aspects relevant to the company’s various businesses are monitored. The formal terms of reference and the delegated authority regarding each committee are set out in the Corporate Governance Manual, and are summarised as set out below.
