JSE LISTING REQUIREMENTS STATUS UPDATE FOR 6 MONTHS ENDED 31 DECEMBER 2016

Transcription

1 CORPORATE GOVERNANCE JSE LISTING REQUIREMENTS STATUS UPDATE FOR 6 MONTHS ENDED 31 DECEMBER 2016 (a) there must be a policy detailing the procedures for appointments to the board of directors. Such appointments must be formal and transparent and a matter for the board of directors as a whole, assisted where appropriate by a nomination committee. The nomination committee must constitute only non-executive directors, of whom the majority must be independent (as defined in paragraph 3.84(f)(iii)), and must be chaired by the chairman of the board of directors or the lead independent director if required pursuant to paragraph 3.84(c) below; (b) there must be a policy evidencing a clear balance of power and authority at board of director s level to ensure that no one director has unfettered powers of decision-making; (c) the issuer must have an appointed chief executive officer and a chairman and these positions must not be held by the same person. The chairman must either be an independent non-executive director, or the issuer must appoint a lead independent director, in accordance with the King Code; No change since the previous financial year ended 30 June Details can be found in the Nomination Committee mandate and terms of reference as well as in the Board Charter. The Nomination Committee is chaired by the non - executive chairman of the board and is comprised of only non-executive directors. No change since the previous financial year ended 30 June On 31 January 2017, the erstwhile chief executive, Mr GE Stephens resigned from the group and was succeeded by Mr AM Leeming as the new chief executive of Sun International. Mr MV Moosa remains as the Chairman of Sun International. Mr N Matthews acts as the lead independent director of Sun International.

2 All of these roles are occupied by separate individuals as per the Listings Requirements. (d) all issuers must, in compliance with the King Code appoint an audit committee and a remuneration committee and if required, given the nature of the business and composition of the board of directors, a risk and nomination committee. The composition of such committees, a brief description of their mandates, the number of meetings held and other relevant information must be disclosed in the annual report; Sun International retains separate audit, remuneration, social and ethics, risk management and nomination committees as required by King III ( and the soon to come into force King IV) Their descriptions are contained in the 2016 Integrated Annual Report of the Company which was delivered to shareholders on 21 October 2016 and published on the website with supplementary documents on the same date. Other than the attendance of meetings by members of the committees between 1 July 2016 to 31 December 2017 (which are attached hereto as Annexure A) and the appointment of Ms CM Henry as an additional member of the audit committee on 21 November 2016, there have been no further changes to this Listings Requirement or the nature and functions of these committees since then. (e) a brief CV of each director must be provided in respect of a new listing. It should further be noted that a brief CV for each director standing for election or re-election at a general meeting or the annual general meeting (in relation to Main Board issuers, such election or re-election may not take place at a meeting contemplated in Section 60 of the Act) should accompany the notice of the general meeting or annual general meeting; Shareholders are referred to the 2016 Annual Statutory Report of the Company which was delivered by Sun International to its shareholders on 21April 2017and which includes the CVs of those directors who are retiring by rotation at the AGM to be held on 14 June 2017and being eligible have made themselves available for re- election.

3 (f) the capacity of each director must be categorised as executive, non-executive or independent, using the following as guidelines to determine which category is most applicable to each director; Shareholders are referred to the 2016 Annual Statutory Report of the Company which was delivered by Sun International to its shareholders on 21April (i) (ii) (iii) executive directors: are directors that are involved in the management of the company and/or in fulltime salaried employment of the company and/or any of its subsidiaries; non-executive directors are directors that are not: (1) involved in the day to day management of the business; or (2) full-time salaried employees of the company and/or any of its subsidiaries; independent directors are as defined in the King Code. In addition, it must be noted that any director that participates in a share incentive/option scheme, will not be regarded as independent; (g) all issuers must have an executive financial director. The JSE may, at its discretion, when requested to do so by issuer and due to the existence of special circumstances, allow the financial director to be employed on a part time basis only. This request must be accompanied by a detailed motivation by the issuer and the audit committee; and During the period 1 July 2016 to 31 December 2016, Sun International had a full time financial director, Mr AM Leeming who discharged the role and functions as CFO of Sun International. Following the resignation of Mr Stephens as Chief Executive on 31 January 2017 and the appointment of Mr AM Leeming as his successor with effect from 1 February 2017, the nomination committee initiated a search to identify and appoint a new finance director for Sun International.

4 Shareholders are referred to the SENS announcement released by the Company on 24 March 2017, advising that the board had appointed Mr N Basthdaw as the new finance director and Chief Financial Officer of Sun International. In reaching its decision to appoint Mr Basthdaw, the board satisfied itself that he possesses the necessary expertise, skills and experience to discharge his responsibilities as finance director of the Company and the Sun International group. Mr Basthdaw s qualifications and past experience was detailed in the aforementioned SENS announcement. (h) the audit committee must consider, on an annual basis, and satisfy itself of the appropriateness of the expertise and experience of the financial director. The issuer must confirm this by reporting to shareholders in its annual report that the audit committee has executed this responsibility. (i) the board of directors must consider and satisfy itself, on an annual basis, on the competence, qualifications and experience of the company secretary. The issuer must confirm this by reporting to shareholders in its annual report that the board of directors has executed this responsibility. This communication must specifically include details of the steps which the board of directors took to make this annual assessment as well as providing information which demonstrates the actual competence, qualifications and experience of the company secretary; See comments above. On 17 August The Sun International audit committee satisfied itself that Mr AM Leeming is adequately qualified, experienced and competent to fulfill and discharge the role and functions as CFO of Sun International. On 19 August 2016, the Sun International board appointed Mr AG Johnston as the group company secretary of Sun International with effect from 16 November This appointment followed a detailed review by the Company s nomination committee, on 16 August 2016, into the suitability of Mr Johnston s appointment, taking into consideration his experience, qualifications and competence. The board has satisfied itself that in terms of Section 86(2) of the Companies Act, Mr Johnston has the requisite knowledge, experience and skills to effectively discharge his duties as a company secretary of a listed company and is a permanent resident of the RSA.

5 Details regarding Mr AG Johnston s background, experience and qualifications were provided to shareholders in a SENS announcement released and dated 30 August Due to the limited time which has elapsed since Mr AG Johnston s appointment, the board envisages that the following annual evaluation will take place in November (j) the recommended practice of the King Report on Governance for South Africa highlights, inter alia, that the company secretary should maintain an arms-length relationship with the board of directors and that the company secretary should ideally not be a director. The board of directors must specifically consider these two points and provide an explanation in the annual report as to why it believes that there is an arms-length relationship between itself and the company secretary. If the company secretary is a director of the company or if the board of directors otherwise concludes that there is not an arms-length relationship between itself and the company secretary, the board of directors must justify how the issuer is still able to ensure that the company secretary effectively performs the role as the gatekeeper of good governance in the issuer and how they have been able to adequately and effectively perform and carry out the roles and duties of a company secretary. The company secretary of Sun International is, as per the recommendations of the JSE Listings Requirements, not a director of the Company. Furthermore the company secretary is a natural person rather than a corporate entity. As a result of the aforegoing, plus the fact that Mr Johnston was appointed by the board and reports to the directors both in their individual capacities as well as collectively, the board is satisfied that Mr Johnston is independent of the board and maintains an arms- length relationship with its directors. In addition and in terms of the relevant charters, mandates and terms of reference, Mr Johnston s remuneration is determined by the remuneration committee in conjunction with the board ( as opposed to by management) and the removal of the company secretary would be a matter for the board as a whole rather than just by management.

6 Where the company secretary is a juristic person the board of directors in its assessment must consider the individual/s who perform the company secretary role as well as the directors and shareholders of the juristic person. The imposition of a juristic person in itself does not create an arms-length relationship; and (k) the board of directors of the nomination committee, as the case may be, must have a policy on the promotion of gender diversity at board level. The issuer must confirm this by reporting to shareholders in its annual report on how the board of directors or the nomination committee, as the case may be, have considered and applied the policy of gender diversity in the nomination and appointment of directors. If applicable, the board of directors or the nomination committee must further report progress in respect thereof on agreed voluntary targets. The Sun International board upon the recommendation of the nomination and social and ethics committees, approved a board gender diversity policy which can be viewed on the Company s website at Further details regarding the Company s application of the policy will be provided in the 2017 Integrated Annual Report which will be prepared following the end of the current financial year (for the period 1 January 2017 to 31 December 2017).