Governance report

Corporate governance


Board committees

In terms of the MOI, the board has the power to appoint board committees and to delegate powers to these committees. However, this does not absolve the board from taking ultimate responsibility for the group. The board and its committees develop and approve annual work plans. Minutes are kept of all committee meetings and are made available to the external auditors.

The committees can, at their own discretion, seek independent, professional advice when necessary. The committees, with the exception of the audit committee, which is a statutory committee, are directly responsible to the board.

The reports of the risk committee and the remuneration committee are provided after the corporate governance report, starting here. The audit committee report is included in the audited financial statements.

Nomination committee

Members: TS Munday (chairman), SD Jagoe, NDB Orleyn, JC van der Horst

This committee comprises three independent non-executive directors and one non-executive director and meets at least annually. The chairman of the board chairs the committee.

    17 May
  14 November
TS Munday            
SD Jagoe            
NDB Orleyn            
JC van der Horst            

The committee makes recommendations to the board on the composition of the board and identifies and nominates candidates with appropriate experience, knowledge and qualifications to fill any vacancies. The integrity and standing of candidates is verified. Selected candidates must meet the independence criteria and other requirements of the Companies Act and other applicable codes. The appointments are formal and transparent.

The committee is tasked with advising the board on succession planning for the roles of chairman, chief executive and executive directors. Senior executive appointments are the responsibility of the chief executive and the executive. The nomination committee is informed of all recommendations and decisions.

Social, ethics and transformation committee

Members: TS Munday (chairman), KW Mzondeki, SG Pretorius, DJ Rawlinson

    25 August  
TS Munday       
KW Mzondeki       
SG Pretorius       
NC Wentzel       

A social, ethics and transformation committee was constituted at a general meeting held on 1 July 2011 and met for the first time on 25 August 2011. The committee comprises a minimum of three independent non-executive directors. The chief executive is an ex-officio member. The committee will meet at least twice a year. The committee oversees and monitors the group’s activities with due regard to relevant legislation and codes of best practice in respect of social and economic development. The committee will focus on transformation, good corporate citizenship, customer relations, and the impact of the company’s activities and its products or services on the environment.

Group executive committee

Members: DJ Rawlinson (chairman), BP Gallagher, MC Krog

The group executive and risk management committee was renamed the group executive committee after the audit and risk committee responsibilities were split. Mr DJ Rawlinson assumed responsibility for the group executive committee on 21 September 2011 after the departure of Mr NC Wentzel. Mr GJ Oosthuizen resigned from the committee effective 14 October 2011.

The group executive committee comprises executive directors and is tasked with assisting the chief executive in effectively managing the group. With the approval of the board, the chief executive may nominate other senior executives of Reunert to join the committee.

Executive directors and senior executives meet regularly to guide and control the overall direction and strategy of the group as approved by the board, and to identify and manage risks. The committee met 11 times in the past year.

The group executive committee is accountable to the board in overseeing the group’s risk management programme. Day-to-day responsibility for risk management and communication of policies lies with the executives of Reunert and the executives of each operation in the group.

The internal audit department assists the board and executives in monitoring the group’s risk management programme. The head of internal audit has a standing invitation to attend all executive committee meetings.

Investment committee

Members: TS Munday (chairman), YZ Cuba, SD Jagoe, SG Pretorius, R van Rooyen

The investment committee is an ad-hoc committee of the board and meets as and when the need arises. It considers acquisition opportunities and the disposal of assets in line with Reunert’s overall strategy.

    8 March  
  12 April  
  20 July  
  14 October  
TS Munday                      
YZ Cuba                      
SD Jagoe                      
SG Pretorius                      
R van Rooyen                      

The committee comprises a minimum of three non-executive directors. The chairman of the board chairs the committee. Executive directors are mandatory invitees.

The committee met four times in the past year to consider potential acquisition targets.

Other corporate governance issues

Company secretary

Reunert Management Services fulfilled the role of company secretary until 31 March 2011 and Ms Natasha Camhee was appointed as company secretary effective 1 April 2011.

The company secretary provides guidance and advice to the board and the company on governance matters and changes in legislation. All directors have access to the advice and services of the company secretary.

The key focus areas for this year were to align all board and committee charters to the recommendations of King III and develop annual work plans for the effective running of the board and its committees. Briefings for all newly appointed directors, as defined in section 3.63 of the JSE Listings Requirements, have been completed.

Board and committee meeting notices, agendas, minutes and papers are made available to all members of the board and committees. These documents are made available to the external auditors for review. The existing governance framework between the group and its subsidiaries addresses reserved matters and is reviewed periodically.

The board believes the company secretarial activities are considered appropriate to fulfil the requirements of the Reunert group.


Rand Merchant Bank is the company’s sponsor. RMB’s services include advising the board on the interpretation of, and compliance with, the JSE Listings Requirements and reviewing all notices required in terms of its statutes and JSE rules and regulations.

Stakeholder relations

Reunert is committed to on-going and effective communication with its stakeholders and subscribes to a policy of open, frank and timely communication in line with JSE guidelines and sound corporate governance practice. Executive directors conduct interviews with the investment community during open periods, while executive management interacts with investors and shareholders through regular investor days.

Numerous channels are used to disseminate information according to the preferences of the intended target audiences. These include dialogue with identified stakeholder groups and a corporate website with regularly updated information on the group.

More details of engaging with our stakeholders appear here.

Business conduct
Dealing in the company’s shares and closed periods

Directors and employees are restricted from dealing either directly or indirectly in the company’s shares on the basis of privileged price-sensitive information before it is publicly announced to the market. Senior executives, including all prescribed officers, require clearance from the chief executive before shares are exercised, purchased or sold. All directors require clearance from the chairman before dealing in the company’s shares.

The group operates a closed period prior to the publication of its interim and year-end results. During these periods, the group’s directors, officers and senior management may not deal in the shares of the company, nor may they discuss the group’s financial performance or prospects with any outside party. Additional closed periods are enforced as required by corporate activity.

Political donations
Reunert remains impartial to party politics and does not contribute any funding to political parties, their elected representatives or persons seeking political office. This includes think-tanks, trade unions and other support organisations linked to the creation of or support for political parties, their representatives or candidates for office. Reunert does contribute to business institutions that might debate policy issues affecting our business operations.

Anti-competitive behaviour
At the date of this report, no legal action for anti-competitive behaviour, anti-trust or monopolistic practices had been brought against the group. All senior managers in each business sign annual declarations confirming they have complied fully with competition legislation. A total of 240 senior employees received training on the Competition Act during the past year.

Consumer protection and customer privacy
A significant part of our business activities are subject to the Consumer Protection Act, Act 68 of 2008 (CPA). Even involuntary violation of the provisions of the CPA may have serious consequences. As a result, 195 key employees dealing with consumers received training on the CPA.

Top management are required to sign annual declarations in which they undertake to inform and educate staff of the provisions of the Act and the rights of consumers. Staff compliance is randomly tested.

No substantiated complaints regarding breaches of customer privacy and losses of customer data have been brought against the group.

Access to information
Reunert complies with the requirements of the Promotion of Access to Information Act of 2000. Relevant documents are made available on the group's website.