The Board is of the opinion that the Group complies with all significant requirements of the Code of Corporate Practices and Conduct as advocated in the King II Report on Corporate Governance for South Africa 2002 and the JSE Limited (JSE) Listings Requirements.
Directors and executive management
The Board is a unitary board whose primary responsibilities include: giving strategic direction to AFGRI; identifying key risk areas and key performance indicators for the Group’s business; monitoring investment decisions; considering significant financial matters; reviewing the performance of executive management against business plans, budgets and industry standards. The Board retains full and effective control over the Group and has unrestricted access to all Company records.
Managerial levels of authority have been established for capital expenditure projects and the acquisition and disposal of assets. Decisions of a material nature are taken by the Board.
The Board is chaired by an independent, non-executive director, Mr DD de Beer and consists of three executive directors and eight non-executive directors (three of whom are independent). The performance of the Chairman is evaluated regularly. Considerable thought is given to the Board balance and composition and the Board believes
that the current size, demographics and diversity is appropriate for the Company. Details of the directors in office
on 30 June 2009, and their attendance at Board and Committee meetings are detailed.
Board meetings are held at least quarterly, with additional meetings called where circumstances necessitate. Non-executive directors do not meet without the Chairman. Effective chairmanship and a formal agenda ensure that all issues requiring attention are raised, proceedings are conducted efficiently and all appropriate matters are addressed. All relevant information is supplied to directors timeously. Board Committees are subject to regular evaluation to ascertain levels of performance as well as effectiveness.
Directors have unlimited access to the Group Company Secretary, who acts as an adviser to the Board and its sub-Committees on issues including compliance with Group rules and procedures, statutory regulations, the JSE Listings Requirements and the King II Code of Corporate Governance.
The Group has a formal Board member induction programme that is followed when new directors are appointed to the Board and a training programme is also in place for new directors with limited board experience.
Furthermore, the advice of independent professionals may be obtained by any Board member in appropriate circumstances, at the expense of the Company. The name and address of the Company Secretary are on the inside back cover.
Board sub-Committees
Specific responsibilities have been delegated to Board Committees with defined terms of reference. The current Board Committees are:
Remuneration Committee
Members:
FJ van der Merwe (Chairman)
JJ Ferreira
MM Moloele
KL Thoka
The Remuneration Committee consists of four non-executive directors. The Committee met five times during the period of this report. Refer here for further details.
Audit and Risk Management Committee
Members:
DD de Beer (Chairman)
JJ Claassen
JPR Mbau
FJ van der Merwe
This Committee consists of four non-executive directors, two of which are independent, and meets at least four times a year with management and the external and internal auditors. The Board is of the view that all members of this Committee are able to act independently as required by the Corporate Laws Amendment Act, No 24 of 2006 (CLAA).
Audit
The Audit and Risk Management Committee reviews the effectiveness of the risk management process and internal control in the Group with reference to the findings of both the internal and external auditors. Other areas covered include the review of important accounting issues, including specific disclosures in the financial statements, a review of the major audit recommendations, the independence of the external auditor and all matters required in terms of the CLAA.
The internal and external auditors have direct access to the Audit and Risk Management Committee.
The Audit and Risk Management Committee considers, on an annual basis, the appropriateness of the expertise and experience of the Group Financial Director.