In terms of the JSE Listings Requirements, all JSE-listed companies must comply with the King Code of Governance Principles for South Africa (King IV 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 IV Code and the vast majority of the recommended practices of the King IV Code.
Hulamin now publishes a report annually in which Governance is discussed in more detail.
Click the icon to see the latest report
A summary of how each principle is applied can be found here
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.
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 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.
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 T. P. Leeuw 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.
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.
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.
Click here to see the Memorandum of Incorporation.
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.
The board’s key responsibilities are:
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.
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.