BOARD OF DIRECTORs
BOARD COMPOSITION
Tongaat Hulett has a unitary Board structure, which at 31 March 2015 comprised eight 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 judgement to Board deliberations and decisions, with no one individual or group having unfettered powers of decision-making. The roles of the Non-Executive Chairman, CB Sibisi, and the Chief Executive Officer (CEO), PH Staude, are separate with a clear division of responsibilities.
BOARD CHARTER AND DELEGATED AUTHORITIES
The Board has an approved charter and an annual work plan that outline matters identified and reserved for its consideration. It records the Board’s objective to provide responsible business leadership with due regard to the interests of shareholders and other stakeholders, while reflecting a demonstrable concern for sustainability as a business opportunity that guides strategy formulation. It includes the Board’s responsibility to, among others, approve strategy, business plans and budgets, oversee governance of risk and information technology, ensure succession planning, approve annual results and review significant policies and governance frameworks.
| Board Of Directors | Board Committees | ||||
| Name | Year Appointed | Audit and Compliance | Remuneration | Nomination | Risk, SHE, Social and Ethics |
| Non-Executive Directors | |||||
| C B Sibisi (Chairman) | 2007 | Member | Chairman | ||
| S M Beesley* | 2014 | Member | |||
| F Jakoet* | 2008 | Member | Member | ||
| J John (LID)* | 2007 | Chairman | |||
| R Kupara* | 2009 | Member | |||
| T N Mgoduso | 2010 | Member | |||
| N Mjoli-Mncube* | 2008 | Member | Member | Chairman | |
| S G Pretorius* | 2011 | Chairman | Member | ||
| T A Salomão* (appointed 25 May 2015) | 2015 | ||||
| Executive Directors | |||||
| PH Staude (CEO) | 1997 | Member | |||
| MH Munro | 2003 | Member | |||
| * Independent non-executive directors See here for director profiles. | |||||
The charter also highlights the role of the Board as the custodian of corporate governance, and addresses the fiduciary duties and responsibilities of the board as a unit, and of individual directors.
The Board has mandated the following four committees, (their roles and responsibilities are summarised below) each with a Board-approved terms of reference, to support it in the execution of its governance responsibilities:
- Audit and Compliance
- Nomination
- Remuneration
- Risk, SHE, Social and Ethics
The Board has further delegated the authority to run the day-today affairs of the company to the CEO 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.
BOARD CHANGES AND ROTATION AT ANNUAL GENERAL MEETING (AGM)
At the conclusion of the last AGM, the chairman JB Magwaza, retired from the Board, having reached the mandatory retirement age, and the Board appointed Bahle Sibisi as Non-Executive Chairman. Mr Sibisi is not considered fully independent by virtue of his involvement in the company’s black economic empowerment equity participation structure. The Board thus 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 King III, in situations where the Chairman of the Board is not independent. Both of these appointments were effective on 30 July 2014.
Stephen Beesley was appointed to the Board on 17 June 2014. Adriano Maleiane resigned from the Board on 1 February 2015. Tomaz Salomão was appointed as an independent non-executive director on 25 May 2015.
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 70 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.
Retiring at the next AGM by rotation are Bahle Sibisi, Brand Pretorius and Murray Munro, who being eligible and available, will seek re-election as directors. The Nomination Committee has assessed each of the retiring directors and the Board unanimously recommends their re-election. Furthermore, Tomaz Salomão, who was appointed on 25 May 2015, will be required to retire and be elected in accordance with article 59 of the memorandum of incorporation.
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 CEO 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, while 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, the requirements of the Companies Act and King III on independence are taken into account and 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 judgement 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 on the Board composition, including the possible enhancement of the existing skills-set of 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 opportunityto propose additional matters for discussion at meetings. Independent professional advice is available to directors in appropriate circumstances at the company’s expense.
EVALUATION OF COMPANY SECRETARY
All directors have access to relevant information and to the advice and services of the Company Secretary, MAC 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. 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. The Board will once again consider her suitability in 2016.
Board and committee composition and attendance for the year ended 31 March 2015.
| Director | Board | Audit and Compliance | Remuneration | Nomination | Risk, SHE, Social and Ethics | |||||
| A | B | A | B | A | B | A | B | A | B | |
| C B Sibisi (Chairman) 1 | 5 | 5 | 1 | 1 | 1 | 1 | 2 | 2 | ||
| PH Staude (CEO) | 5 | 5 | 2 | 2 | ||||||
| S M Beesley 2 | 4 | 3 | * | * | ||||||
| F Jakoet | 5 | 5 | 3 | 2 | 2 | 2 | ||||
| J John | 5 | 5 | 3 | 3 | ||||||
| R Kupara | 5 | 5 | 3 | 3 | ||||||
| JB Magwaza 3 | 1 | 1 | 1 | 1 | 1 | 1 | ||||
| A Maleiane4 | 5 | 4 | ||||||||
| TN Mgoduso | 5 | 5 | 2 | 2 | ||||||
| N Mjoli-Mncube | 5 | 5 | 2 | 2 | 2 | 2 | 2 | 2 | ||
| MH Munro | 5 | 5 | 2 | 2 | ||||||
| SG Pretorius | 5 | 5 | 2 | 2 | 2 | 2 | ||||
| TA Salomão5 | ||||||||||
| 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: Appointed as Chairman of the Board on 30 July 2014, and Chairman of Nomination committee, member of Remuneration committee, and ceased to be a member of Risk, SHE, Social and Ethics committee. 2: Appointed to the Board on 17 June 2014, and as member of Risk, SHE, Social and Ethics committee on 6 November 2014. 3: Retired from the Board on 30 July 2014. 4: Resigned from the Board on 1 February 2015. 5: Appointed as Independent Non-Executive Director on 25 May 2015. 6: * - The meetings were held before Mr Beesley’s appointment to the committee. |
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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.
