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 articulates 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 2014 comprised nine non-executive and two 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. Mr Bruce Dunlop, who was an Executive Director, retired from the Board on 31 August 2013.
| BOARD OF DIRECTORS | BOARD COMMITTEES | ||||
| Name | Year Appointed | Audit and Compliance | Remuneration | Nomination | Risk, SHE, Social and Ethics |
| Independent Non-Executive Directors |
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| JB Magwaza (Chairman) | 1994 | Member | Chairman | ||
| F Jakoet | 2008 | Member | Member | ||
| J John | 2007 | Chairman | |||
| R Kupara | 2009 | Member | |||
| A Maleiane | 2009 | ||||
| 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 | |||||
| P H Staude (CEO) | 1997 | Member | |||
| B G Dunlop (retired 31 August 2013) | 1997 | ||||
| M H Munro | 2003 | Member | |||
The Board has mandated the following four committees , each with a Board approved terms of reference, to support it in the execution of its governance responsibilities:
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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 the authority to run the day-to-day affairs of the company to the Chief Executive Officer and other senior executives. 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 conclusion of the next AGM the Chairman of the Board J B Magwaza, will retire from the Board, having reached the mandatory retirement age. At the AGM held in 2012, the shareholders approved that the term of office of Mr Magwaza, who was 70 at the time, be extended for a further period of up to two (2) years as his ability, knowledge and wisdom were still required at a pivotal time for the business. A succession process was concluded and the Board appointed Bahle Sibisi as Non-Executive Chairman with effect from 30 July 2014. The Board also appointed Jenitha John, who is an independent non-executive director and currently chairman of the Audit and Compliance Committee, as Lead Independent Director as required by the JSE Listings Requirements and the King Code, in situations where the Chairman of the Board is not independent. This appointment is also with effect from 30 July 2014.
Retiring at the next AGM by rotation are Fatima Jakoet, Nonhlanhla Mjoli-Mncube and Thandeka Mgoduso, who being eligible and available, will 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 and development
On appointment, new directors have the benefit of induction activities aimed at broadening their understanding of the company and the markets within which it operates. The Company Secretary ensures that directors receive accurate, timely and clear information. The Chief Executive Officer and key executives hold detailed discussions with new directors on business performance, strategic objectives and key themes. This, together with business reports of prior Board and committee meetings, discussions with heads of operations accompanied by site visits of the mills, agriculture and development sites, provides new directors with sufficient exposure 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 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 King III. 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 the Board composition, including the possible enhancement of the existing skills-set on the Board.
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 arm’s length relationship with the Board of directors. She is not a director of the company, 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.
Board and committee composition and attendance for the year ended 31 March 2014.
| Director | Board | Audit and Compliance | Remuneration | Nomination | Risk, SHE, Social and Ethics | |||||
| A | B | A | B | A | B | A | B | A | B | |
| J B Magwaza (Chairman) | 5 | 5 | 3 | 3 | 1 | 1 | ||||
| P H Staude (CEO) | 5 | 5 | 2 | 2 | ||||||
| B G Dunlop (1) | 5 | 3 | ||||||||
| F Jakoet | 5 | 4 | 3 | 2 | 2 | 2 | ||||
| J John | 5 | 5 | 3 | 3 | ||||||
| R Kupara | 5 | 5 | 3 | 2 | ||||||
| A Maleiane | 5 | 5 | ||||||||
| T N Mgoduso | 5 | 4 | 2 | 2 | ||||||
| N Mjoli-Mncube | 5 | 5 | 3 | 3 | 1 | 1 | 2 | 2 | ||
| M H Munro | 5 | 5 | 2 | 2 | ||||||
| S G Pretorius | 5 | 5 | 3 | 3 | 1 | 1 | ||||
| C B Sibisi | 5 | 5 | 2 | 2 | ||||||
| A: | Indicates the number of meetings held during the year while the director was a member of the Board and/or committee. |
| B: | Indicates the number of meetings attended during the year while the director was a member of the Board and/or committee |
| 1: | Retired from the Board with effect from 31 August 2013 |
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.
