Governance report

Corporate governance


The board

Reunert is led by a unitary board, which may consist of a maximum of 20 and a minimum of four directors. Currently there are 12 directors with three executive directors, eight independent non-executive directors and one non-executive director.

    Male     Female  
    Black   White     Black   White  
Independent non-executive     1   5     2    
Non-executive           1    
Executive       2       1  

The board provides strategic leadership and direction to the company. Diversity, experience and a balance of executive, non-executive and independent directors is duly considered when making appointments to the board. There is a clear division of board responsibilities and no one individual has unfettered powers of decision-making. Details of the directors, with brief biographies, are provided here of the audited annual financial statements.

The board has assessed the independence of its members.

Except for Thandi Orleyn, all non-executive directors are considered to be independent as defined in King III and the Companies Act. Ms Orleyn represents the group’s black economic empowerment partner, Peotona. The board believes her non-independence does not impede her performance as chairman of the remuneration committee, or as member of the nomination committee and board.

Two non-executive directors have served on the board for more than nine years: Johannes van der Horst has served as a director since 1993 and Sean Jagoe since 2000. The board is satisfied that both directors have retained independence of character and judgement. During their tenure, they have not formed associations with management, shareholders or other stakeholders that might compromise their duty to act in the best interest of the company.

Non-executive directors do not have service contracts and their remuneration is not linked to the group’s financial performance. Non-executive directors do not participate in any share incentive or option schemes of the company. The notice period for all executive directors’ service contracts is less than one year.

Declaration of interests is submitted at least bi-annually by all directors to determine any conflicts of interest and a declaration of interests register is circulated for inspection and confirmation quarterly. Any potential conflict of interest is to be disclosed immediately and affected parties do not participate in the decision-making or voting process on the matters in which they are conflicted. This practice has been extended to all prescribed officers in the group and a register is maintained as part of the statutory records.

New board members complete an induction programme and on-going training, development and exposure to the business of the group is provided through formal processes.

A board charter sets out the responsibilities of the board, which include:

  • strategic guidance to the company
  • retaining full and effective control of the group
  • reviewing and evaluating the group’s risks
  • setting criteria, monitoring and evaluating the implementation of strategies, policies and management performance
  • approving significant acquisitions and disposals
  • approving the composition and terms of reference of committees of the board
  • guarding the interests of minorities.

The roles of the chairman and the chief executive are separate. Members of the board elect the chairman. The appointment is confirmed annually after an assessment of the chairman’s performance. The chairman conducts shareholder meetings and has no executive or management responsibilities.

Directors are jointly accountable for decisions of the board. Directors have a legal obligation to act in the best interest of the company and the group, to act with due care and skill in discharging their duties as directors, to declare and avoid conflicts of interest and to account to the company for any advantages gained in discharging their duties on behalf of the company.

The board, on the recommendation of the nomination committee, appoints the chief executive and other executive directors, while the remuneration committee recommends to the board the conditions of their appointment and compensation.

The board has evaluated its performance, processes and procedures by way of a self-assessment questionnaire. The process was aimed at improving the board and committees’ effectiveness and identifying and addressing any weaknesses detected. The results of the assessment have been used to formulate further training and development plans for individual directors. The outcome of the performance review was discussed by the board of directors.

The board meets quarterly and at any additional times as may be required. Members of senior management may, by request, attend board or committee meetings.

Minutes are kept of all board meetings as statutory records and are made available to the external auditors.

The table below records attendance at board meetings:

Director     08 Feb  
  17 May  
  30 Aug  
  14 Nov  
TS Munday                      
YZ Cuba                      
TJ Motsohi                      
KW Mzondeki                      
NDB Orleyn                      
R van Rooyen                      
SD Jagoe                      
SG Pretorius     n/a                 
DJ Rawlinson                      
JC van der Horst                      
NC Wentzel                    n/a  
BP Gallagher                      
GJ Oosthuizen                    n/a  
MC Krog     n/a     n/a     n/a       

Appointment and re-election of directors

Ms YZ Cuba and Mr SG Pretorius joined the board on 1 January 2011 and 22 February 2011 respectively. Messrs BP Connellan and KJ Makwetla retired from the board at the annual general meeting (AGM) on 8 February 2011 after reaching the mandatory retirement age of 70 for non-executive directors.

Mr NC Wentzel was appointed as chief executive from 1 August 2010. On 21 September 2011 the group announced that mutual agreement had been reached in terms of which Mr Wentzel would leave the group with immediate effect. Mr DJ Rawlinson was appointed as chief executive and Ms MC Krog as financial director from that date. Mr GJ Oosthuizen resigned from the board effective 14 October 2011.

In terms of the company’s MOI, Mr DJ Rawlinson, who was appointed chief executive of the group on 21 September 2011, is required to retire and, being eligible, offers himself for election.

At least one-third of directors retire by rotation at the AGM. Appointments are not for a fixed term and directors that are eligible are re-elected by shareholders. Mr SG Pretorius, having been appointed to the board during the year, is required to retire at the next AGM but, being eligible, offers himself for re-election. Ms MC Krog and Ms KW Mzondeki and Mr R van Rooyen retire by rotation at the next AGM.

The process being followed for appointments are formal and transparent. The nomination committee, at its meeting on 14 November 2011, recommended that the directors named above, be re-elected and was approved by the board. All candidates have made themselves available for re-election.

Details of remuneration, fees and other benefits earned by directors in the past two years are available in the remuneration report and in note 24 of the financial statements.