Composition and functions of the Board

The Board consists of seven directors, four of who are independent non-executive directors.

Mr. Fortuin, an independent non-executive director, was appointed as the lead independent director of the Board on 9 September 2021. This followed the passing of Prof. Karaan, the previous lead independent director, on 13 January 2021. The duties and functions performed by Mr. Hanekom as chairman and independent NED are separate from those performed by the chief executive officer.

The independence of each non-executive director is regularly assessed by monitoring information submitted by directors relating to their relevant business interests. The nomination committee (“Nomcom”), established on 26 August 2020, conducts recruitment processes and recommends suitable candidates to the Board to fill Board vacancies as and when a vacancy arises.

At each AGM, one-third of the non-executive directors retire by rotation but are eligible for re-election. Any non-executive director who has already held office for a period of more than three years since their last election for appointment at the AGM retires at the next AGM but remains eligible for re-election. A director shall be obliged to retire at the conclusion of the AGM relating to the financial year in which they become 70 years old and shall not be eligible for re-election.

A decision-making framework clearly sets out the balance of power and authority at Board level, ensuring that no one director has unfettered powers of decision-making. As an outcome of the annual review of the decision-making framework, the Board is satisfied that the delegation of authority framework contributes to role clarity and effective exercising of authority and responsibilities.

The key roles and responsibilities of the Board include:

  • Determining the strategies and strategic objectives of the Group
  • Determining and setting the tone for the Group’s values
  • Satisfying itself that the Group is governed effectively and based on corporate governance best practices
  • Monitoring the implementation of the Board’s decisions and policies
  • Ensuring that the Group has an effective and independent audit and risk committee (“ARC”), remuneration committee (“Remco”) and social and ethics committee (“SEC”)
  • Appointing and evaluating the performance of the chief executive officer and the company secretary

The Board considers it a business imperative that all actions taken on behalf of the Company are executed ethically and professionally. Directors disclose their personal financial interests at the start of every Board or committee meeting.

Legal compliance

The Board recognises its responsibility to ensure that Quantum Foods complies with all applicable laws and monitors adherence to all regulatory charters, codes and standards. Board members have experience in and knowledge of the agricultural industry and are aware of the potential impact of legislative changes.

The responsibility for implementation and execution of effective compliance management is delegated to management, and management continually monitors the regulatory environment and identifies appropriate responses to changes and developments. Such changes are reported to the Board.

On an ongoing basis, the Company monitors key identified legislation for any changes and developments that could potentially impact the business. The company secretary reports to the Board and the Board reviews and monitors updates to legislation on a quarterly basis.

Regulatory penalties, sanctions or fines for contraventions or non-compliance with statutory obligations imposed on the Company or any of its directors or officers are disclosed in our Integrated Annual Report.

Company secretary

All Board members have access to the advice and services of the company secretary, who is responsible for the proper administration of the Board and the implementation of sound corporate governance procedures. This includes corporate announcements, investor communications and unrestricted access to information about developments that may affect the Company and its operations. This includes access to Company information, records, documents and property.

The Board is of the opinion that the company secretary is suitably qualified, competent and experienced to carry out her duties as stipulated under section 88 of the Companies Act. The Board is satisfied that an arm’s length relationship exists between the company secretary and the Board.