BOARD COMMITTEES

To assist the board in discharging its collective responsibility for the corporate governance, three committees have been established to which certain of the board responsibilities have been delegated. These committees are composed of directors who have a mix of skills, experience and other qualities appropriate to their roles. A sufficient number of non-executive board members capable of exercising independent judgment to tasks where there is a potential conflict of interest, have been assigned to these committees.

  • AUDIT AND RISK COMMITTEE
  • The committee ensures integrity of the group accounting, audit and financial reporting process and the maintenance of sound risk management and internal control systems.
  • The committee is responsible for the review of the financial statements and accounting policies, the effectiveness of management information, the overall risk profile of the group, compliance with statutory and profit announcements, and the effectiveness and findings of the internal audit function.
  • It recommends to the board the appointment and selection of the company’s external auditors, their proposed audit fee and scope of the audit for the following financial year end and ensures that financial statements are prepared according to International Financial Reporting Standards.
  • The committee meets at least twice a year. The company secretary and the external auditors attend these meetings to assist the committee in effectively carrying out its mandate.
  • The  members are:
    • Q D’Oliveira
    • M Nurick
  • INVESTMENT COMMITTEE
  • The committee has been established to review all proposed property acquisitions and disposals, and other matters which may be specifically delegated to it. The committee operates within a clearly defined mandate and authority levels, more specifically ro review the feasibility of investments, look at suitable property investments and ensure that the gearing of Bonatla does not exceed 40%.
  • The members are:
    • C Douglas
    • N Vontas
    • W Voigt
  • REMUNERATION AND NOMINATION COMMITTEE
  • The Remuneration and Nomination Committee has been established to determine the remuneration and terms of employment of directors and senior management and the nomination of further directors to the board. Due to the fact that the company currently has a small board and the remuneration of the directors and the chief executive has been resolved at board meetings, no official committee meeting has been held.
  • The members of the Remuneration and Nomination Committee are:
    • R Rainier
    • M Nurick
  • SOCIAL AND ETHICS COMMITTEE
  • The board and the management of the company are committed to the exercise of the highest ethical standards. A culture of compliance with the highest ethical standards has been developed and flourishes.
  • The committee members are:
    • N Vontas
    • C Douglas
    • R Rainier
  • COMPANY SECRETARY AND PROFESSIONAL ADVICE
  • The company secretarial function had been outsourced to Arbor Capital (Pty) Ltd.
  • All directors have access to the advice and services of the company secretary, whose responsibilities are set out in Section 268G of the Act, including (but not restricted to) providing guidance to the directors as to their duties, responsibilities and powers, induction of new directors, liaising with the JSE, Strate, the Transfer Secretaries, Registrar of Companies, and ensuring that minutes are kept of meetings of directors and shareholders and making directors aware of relevant changes in law.
  • Directors are entitled, in consultation with the company secretary, to seek independent professional advice about the affairs of the group, at the group’s expense.
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