BOARD OF DIRECTORS
Board Composition
Tongaat Hulett has a unitary Board structure, which at 31 March 2016 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 judgement to Board deliberations and decisions, with no one individual or group having unfettered powers of decision-making. The Board acknowledges that its demographic diversity (including race, historically disadvantaged groups, age and nationality) promotes the consideration of various perspectives and thus enhances robust, balanced and effective discussions at the top tier of the organisation. The Board is also sufficiently gender diverse, with five out of eleven directors on the Board being women. The roles of the Non-Executive Chairman, CB Sibisi, and the Chief Executive Officer, PH Staude, are separate with a clear division of responsibilities. The Chairman is not considered fully independent by virtue of his involvement in the company's BEE equity participation structure. Jenitha John, who is an Independent Non-executive Director is the Lead Independent Director in situations where the Chairman is not independent.
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, whilst reflecting a demonstrable concern for sustainability as a business opportunity that guides strategy formulation. It includes the Board’s responsibility to amongst others, approve strategy, business plans and budgets, provide effective leadership based on an ethical foundation, oversee governance of risk and information technology, ensure succession planning, approve annual results and review of significant policies and governance frameworks. 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 and directors.
The Board has mandated the following four committees, (their roles and responsibilities are summarized below) each with a Board approved terms of reference, to support it in the execution of its governance responsibilities:
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The Board has further delegated the authority to run the day-to-day affairs of the company to the Chief Executive Officer and other senior executives. Levels of authority and materiality delegated to management are approved by the Board and clearly recorded in the Authorities Framework contained in the Corporate Governance Manual, which is utilised by all operations within Tongaat Hulett.
| Board Of Directors | Board Committees |
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| Name | Year Appointed | Audit and Compliance |
Remuneration | Nomination | Risk, SHE, Social and Ethics |
| Non-Executive Directors | |||||
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| CB Sibisi (Chairman) | 2007 | Member | Chairman | ||
| SM Beesley* | 2014 | Member | |||
| F Jakoet* | 2008 | Member | Member | ||
| J John (LID)** | 2007 | Chairman | |||
| RP Kupara* | 2009 | Member | |||
| TN Mgoduso | 2010 | Member | |||
| N Mjoli-Mncube* | 2008 | Member | Member | Chairman | |
| SG Pretorius* | 2011 | Chairman | Member | ||
| TA Salomão* | 2015 | ||||
| Executive Directors | |||||
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| PH Staude (CEO) | 1997 | Member | |||
| MH Munro | 2003 | Member | |||
| * Independent non-executive directors ** Lead independent director |
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Board Changes and Rotation at AGM
During the period under review, the Board appointed Tomaz Salomão as an independent non-executive director on 25 May 2015, to further enhance the skills on the Board. He was also formally elected as director by the shareholders at the AGM held in July 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 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.
Retiring at the next AGM by rotation are J John, RP Kupara and N Mjoli-Mncube, 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.
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 the conclusion of independence, 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. None of the independent non-executive directors have been directors of the company for more than nine years. The outcome of the Board evaluation process for the period under review has been positive.
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.
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 and 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 2016
Director |
Board | Audit and Compliance | Remuneration | Nomination | Risk, SHE, Social and Ethics |
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| A | B | A | B | A | B | A | B | A | B | |
| CB Sibisi (Chairman) | 5 | 5 | 3 | 3 | 2 | 2 | ||||
| PH Staude (CEO) | 5 | 5 | 2 | 2 | ||||||
| SM Beesley | 5 | 5 | 2 | 2 | ||||||
| F Jakoet | 5 | 5 | 3 | 3 | 2 | 2 | ||||
| J John | 5 | 4 | 3 | 3 | ||||||
| RP Kupara | 5 | 5 | 3 | 3 | ||||||
| TN Mgoduso | 5 | 4 | 2 | 2 | ||||||
| N Mjoli-Mncube | 5 | 4 | 3 | 3 | 2 | 2 | 2 | 2 | ||
| MH Munro | 5 | 5 | 2 | 2 | ||||||
| SG Pretorius | 5 | 5 | 3 | 3 | 2 | 2 | ||||
| TA Salomão 1 | 3 | 3 | ||||||||
A: Indicates the number of meetings held during the year while the director was a member of the Board and/or 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 and opportunity 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.
