The Committees of the Board are as follows:
- Audit and Risk Committee;
- Social, Ethics and Transformation Committee;
- Remuneration Committee;
- Nomination Committee; and
- Investment Committee
Audit and Risk Committee (“ARC”)
The ARC comprises three independent non-executive directors. The chairman of the Board, chief executive officer and the chief financial officer are permanent invitees to the meeting. The ARC is chaired by Geoffrey George Fortuin. The ARC holds a minimum of three meetings per annum.
The Committee oversees the following functions:
- Integrated reporting
- Combined assurance
- The finance function
- Internal audit
- Risk management
- External audit
Audit and Risk Committee Members
Geoffrey George Fortuin (Chairman)
BCom (Acc), BCom (Acc) (Hons), CA(SA)
Independent non-executive director
Larry Wilson Riddle
BCom, BAccSc(Hons), CA(SA)
Independent non-executive director
Pieter Francois Theron Burger
B Eng (Chemical), MBA
Independent non-executive director
Social, Ethics and Transformation Committee (“SETC”)
The SETC comprises one independent non-executive director and two non-executive directors. The SETC is chaired by Gary Vaughan-Smith. The SETC holds a minimum of two meetings per annum.
The SETC 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, Ethics and Transformation Committee Members
Gary Vaughan-Smith (Chairman)
B.Sc. (Hons) Mathematical Statistics, M.Phil. Finance, Fellow of the Institute of Actuaries
Non-executive director
Wouter André Hanekom
CA(SA)
Non-executive director
Pieter Francois Theron Burger
B Eng (Chemical), MBA
Independent non-executive director
Remuneration Committee (“Remco”)
The Remco comprises two independent non-executive directors and one non-executive director. The Remco is primarily responsible for reviewing and approving executive remuneration and assisting the Board in reviewing non-executive director remuneration recommendations. The Remco takes cognisance of local and international best practice to ensure that the Group’s remuneration practices are fair and reasonable for executives and the Company. The Remco is chaired by Geoffrey George Fortuin. The SEC holds a minimum of two meetings per annum.
Remuneration Committee Members
Geoffrey George Fortuin (Chairman)
BCom (Acc), BCom (Acc) (Hons), CA(SA)
Independent non-executive director
Larry Wilson Riddle
BCom, BAccSc(Hons), CA(SA)
Independent non-executive director
Wouter André Hanekom
CA(SA)
Non-executive director
Nomination Committee
The Nomcom comprises one independent non-executive director and two non-executive directors. The Nomcom is primarily responsible for conducting recruitment processes and recommending suitable candidates to the Board to fill Board vacancies as and when a vacancy arises.
Nomination Committee Members
Wouter André Hanekom (Chairman)
CA(SA)
Non-executive director
Larry Wilson Riddle
BCom, BAccSc(Hons), CA(SA)
Independent non-executive director
Gary Vaughan-Smith
B.Sc. (Hons) Mathematical Statistics, M.Phil. Finance, Fellow of the Institute of Actuaries
Non-executive director
Investment Committee
The Investco consists of one independent non-executive director and two other non-executive directors. Ms. AD van der Merwe and Mr. AH Muller, in their roles as CEO and CFO, respectively, serve as permanent invitees to the Committee. The Investco is primarily responsible for assisting management in evaluating potential capital expenditure and financing. All capital expenditures and financing are approved by the Board as a whole.
Investment Committee Members
Larry Wilson Riddle (Chairman)
BCom, BAccSc(Hons), CA(SA)
Independent non-executive director
Wouter André Hanekom
CA(SA)
Non-executive director
Gary Vaughan-Smith
B.Sc. (Hons) Mathematical Statistics, M.Phil. Finance, Fellow of the Institute of Actuaries
Non-executive director