Corporate Governance

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In terms of the JSE Listings Requirements, all JSE-listed companies must comply with the King Code of Governance Principles for South Africa (King III Code).

Hulamin views the implementation of good corporate governance practices as integral to our business and recognises the need to conduct our business with openness, integrity and accountability.

Hulamin applies all the principles of the King III Code and the vast majority of the recommended practices of the King III Code.

A summary of how each principle is applied can be found here 

Board of Directors

As set out in its charter, the board’s objective is to provide responsible business leadership to the group with due regard to the interest of all stakeholders.

Composition

Hulamin has a unitary board consisting of three executive directors and 10 non-executive directors, of whom seven are independent.

A brief résumé of each director is available here.

Appointments and changes to the boards

Appointments to the board of directors follow a formal and transparent process and are a matter for the board of directors as a whole, assisted by the Remuneration and Nomination Committee. The board endeavours to ensure that it has the right balance of skills, experience, background, independence and business knowledge necessary to discharge its responsibilities. Newly appointed directors are introduced to the group via a formal induction programme.

Board Practices

At board level there is a clear division of responsibilities to ensure a balance of power and authority, such that no one individual has unfettered powers of decision making. The roles of M E Mkwanazi as an independent non-executive Chairman and R G Jacob as the Chief Executive Officer are separate with a clear division of responsibilities, which are set out in the board charter.

Succession Planning

The appointment and performance of the Chairman are reviewed annually. The board and the Remuneration and Nomination Committee are responsible for the succession plan for the Chairman.

Rotation

In accordance with the company’s Memorandum of Incorporation, executive directors in addition to non-executive directors are subject to retirement by rotation at intervals of three years and may be re-elected at the annual general meeting at which they retire. Newly appointed directors hold office until the next annual general meeting at which they retire. The board charter requires non-executive directors who have served on the board for more than nine years to retire, except in exceptional circumstances. The appointment and removal of directors, as well as changes to the composition of the board, are based on the recommendation of the Remuneration and Nomination Committee. Non-executive directors are chosen for their business skills and expertise appropriate to the strategic direction of the company. There are no term contracts of service between any of the directors and the company or any of its subsidiaries.

Renumeration and Effectiveness of Evaluation

Non-executive directors’ remuneration is not linked to the group’s financial performance.

In order to improve the board’s effectiveness, evaluations of the board, individual directors, board committees and the Chairman are carried out annually. External evaluations are done every second year. Appropriate measures are taken to address any weaknesses highlighted through the evaluation process.

Responsibilities of the Board

The board’s key responsibilities are:

  • Approve corporate strategy, including business plans and budgets and bring independent, informed and effective judgement and leadership to bear on the material decisions of the company
  • Monitor management’s implementation of the approved strategies
  • Approve major acquisitions and disposals
  • Oversight of the group’s systems of internal control, governance, including that of information technology, and risk management
  • Guiding the group’s values, including principles of ethical business practice and the requirements of being a responsible corporate citizen
  • Appointment of the Chairman and Chief Executive Officer, nomination of directors and review of directors’ and senior management’s remuneration, appointments and succession plan
  • Approval of the authorities assigned to the board, its committees and management
  • Ensure disputes are resolved as effectively, efficiently and expeditiously as possible
  • Monitoring the relationship between management and stakeholders of the company.

The quorum for board meetings is a majority of the directors.

The board is supplied with all relevant information and has unrestricted access to the management of the group and all group information, which enables the directors to adequately discharge their responsibilities. All directors and board committees have full access to the Company Secretary and may, in appropriate circumstances, take independent professional advice at the company’s expense.

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

The responsibilities of the Company Secretary are described in detail in the board charter. Directors’ declarations of interests are tabled annually and additional or amended declarations of interests are circulated at every board meeting.

Quorum

The quorum for board meetings is a majority of the directors.

The board is supplied with all relevant information and has unrestricted access to the management of the group and all group information, which enables the directors to adequately discharge their responsibilities. All directors and board committees have full access to the Company Secretary and may, in appropriate circumstances, take independent professional advice at the company’s expense.

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

The responsibilities of the Company Secretary are described in detail in the board charter.

Directors’ declarations of interests are tabled annually and additional or amended declarations of interests are circulated at every board meeting.