The Board has delegated some of its functional responsibilities to Committees of the Board by means of clearly defined mandates.

The committees of the Board are as follows:

  • Audit and risk committee;
  • Remuneration and human capital committee; and
  • Social and ethics committee.

Audit and risk committee (“ARC”)

The ARC comprises three independent non-executive directors. The CEO and the chief financial officer (“CFO”) are permanent invitees to the meeting. The ARC holds a minimum of two meetings per annum.

The composition of the committee changed as follows:

  • PE Burton (chairman);
  • Prof ASM Karaan; and
  • GG Fortuin

The committee oversees the following functions:

  • Integrated reporting
  • Combined assurance
  • The finance function
  • Internal audit
  • Risk management
  • External audit

Social and Ethics Committee Members

Patrick Burton
Patrick Ernest Burton (Chairman)
BCom (Hons) Financial Management, HDip in Tax Law

Independent non-executive director

Prof Abdus Salam Mohammad Karaan
Abdus Salam Mohammad Karaan
Bsc Agri, Bsc Agri (Hons), Msc Agric, PhD (Agric)

Independent non-executive director

Geoffrey George Fortuin
Geoffrey George Fortuin
BCom (Acc), BCom (Acc) (Hons), CA(SA)

Independent non-executive director

Social and ethics committee (“SEC”)

The SEC consists of three members. Two of the members are prescribed officers as described in the Companies Act and the SEC is chaired Prof ASM Karaan. The SEC holds a minimum of two meetings per annum.

The SEC monitors the sustainable development and non-financial performance of the Group, specifically relating to:

  • stakeholder management, engagement and reporting;
  • health and public safety, including occupational health and safety and the
  • quality of the Group’s products and services;
  • broad-based black economic empowerment;
  • diversity management;
  • labour relations and working conditions;
  • training and skills development;
  • management and monitoring of the Group’s environmental impact;
  • ethics management; and
  • corporate social investments.

Social and Ethics Committee Members

Prof Abdus Salam Mohammad Karaan
Abdus Salam Mohammad Karaan
Bsc Agri, Bsc Agri (Hons), Msc Agric, PhD (Agric)

Independent non-executive director

Heather Peather
Heather Elizabeth Pether
National Diploma in Human Resource Management

Executive committee member: Human Resources

Wouter André Hanekom
Wouter André Hanekom
CA(SA)

Independent non-executive director

Remuneration and human capital committee (“RHCC”)

The RHCC members are Mr PE Burton who is the chairman, Mr N Celliers and Mr WA Hanekom. The RHCC is primarily responsible for reviewing and approving the executives’ remuneration, and assisting the Board in reviewing non-executive directors’ remuneration recommendations. The RHCC takes cognisance of both local and international best practices to ensure that the Group’s remuneration practices are fair and reasonable for the executives and the Company.

Remuneration & Human Capital Committee Members

Patrick Burton
Patrick Ernest Burton (Chairman)
BCom (Hons) Financial Management, HDip in Tax Law

Independent non-executive director

Wouter André Hanekom
Wouter André Hanekom
CA(SA)

Independent non-executive director

Norman Celliers
Norman Celliers
B.Eng (Civil), MBA

Non-executive director