BOARD CHARTER

CONSTITUTION

1.1.

In terms of the Company’s Articles of Association -

1.1.1.	There shall be not less than four nor more than eighteen directors [Article 55
1.1.2.	Additional appointments to the Board may be made by the directors, provided such appointments are confirmed at the next following annual general meeting of members (AGM) [Article 57];
1.1.3.	At each AGM, not less than one-third of the directors must retire, being those directors longest in office since their appointment or last re-election, and may, if available, be proposed for re-election [Article 59];
1.1.4.	The Chairman is elected by the directors [Article 73];

1.2.

The Board shall be unitary in nature, balanced between executive and non-executive / independent directors; the objective being that there should be a majority of non-executive directors;

1.3.

The composition of the Board, including its size, diversity, demographics and continuity, retirements and appointments of additional and replacement directors, including the appointment of the Chief Executive Officer, shall be considered by the Remuneration / Nomination Committee, which shall make appropriate recommendations and nominations to the Board;

1.4.

Non-executive directors shall be chosen for their business acumen and skills pertinent to the business of the Company (which for purposes of this Charter shall embrace the Grindrod group), and shall meet regulatory and good corporate governance criteria;

1.5.

There shall be a sufficient number of directors with appropriate proficiencies to ensure that the Board is able to carry out its duties, and there should be an appropriate balance of skills

1.6.

The Board should ensure that there is an appropriate balance of power and authority on the Board, such that no single individual nor group of individuals can dominate the Board;

1.7.

The roles of the Chairman and the Chief Executive Officer shall be separate, and the Chairman shall be a non-executive director;

1.8.

Executive directors must retire in that capacity by no later than the age of 63 years or such later date as determined by the Board, but may be requested to remain on the Board in a non-executive capacity. Non-executive directors must retire by no later than the age of 70 years or such later date as determined by the Board.

MEETINGS

2.1.	Four regular meetings of the Board shall be held each year. Additional meetings may be held as and when necessary;
2.2.	Whilst the quorum for a meeting of directors in terms of the Articles of Association is eight [Article 71], the dates of meetings shall be set in advance so as to aim for full attendance;
2.3.	Agendas for the Board meetings will be set by the Chairman in consultation with the Chief Executive Officer and the Company Secretary, and in terms of a schedule of regular matters. Board members may request that specific matters be placed on the agenda;
2.4.	Board papers will be timeously delivered to members so as to ensure that they are able to be properly briefed prior to the meeting;
2.5.	Decisions required to be taken between meetings may be attended by passing a resolution signed by the directors in terms of the Articles of Association [Article 77].

RESPONSIBILITIES

3.1.

Leadership

The Board should exercise leadership, enterprise, integrity and judgement in directing the Company so as to achieve its Business Plan, including its goals and objectives, in a manner based on accountability and responsibility.

3.2.

Strategy

The Board shall approve the strategic direction of the Company, as embodied in the Business Plan, and shall approve its goals and objectives.

3.3.

Control

3.3.1.

The Board is ultimately responsible for ensuring that the business is a going concern, and to this end must effectively control the Company and its management and be involved in all decisions that are material for this purpose;

3.3.2.

The Board must retain full and effective control of the Company, and shall consider and approve annually the Company’s Business Plan, its operating and capital budgets, and its performance criteria;

3.3.3.

The Board should give consideration to and approve, subject to any regulatory requirements, all material investments, and acquisitions and disposals of business activities or property of the Company;

3.3.4.

The Board should define and monitor levels of materiality, reserving specific power to itself and delegating other matters with the appropriate written authority to Board committees and/or management as set out in an approved limits of authority structure;

3.3.5.

Board committees established by the Board comprise -

3.3.5.1.	Remuneration / Nomination Committee;
3.3.5.2	Audit Committee

3.3.6.

The Board should be satisfied that appropriate policies, procedures and practices are in place and are duly observed, so as to protect the Company’s assets, employees and reputation;

3.3.7.

The Board should identify and monitor the non-financial issues relevant to the business of the Company;

3.3.8.

The Board shall ensure that the Company maintains and develops good corporate governance standards, with due consideration to striking an appropriate balance between performance and conformance;

3.3.9.

The Board should be satisfied that its information needs are fully and timeously satisfied;

3.3.10.

The Board also recognizes the Executive Committee and delegates to it a number of authorities and functions.

The Executive Committee is chaired by the Chief Executive Officer and consists of all the executive directors of the company, together with such other members of group senior management as is determined by the Executive Committee.

3.4.

Risk Management

3.4.1.

The Board must identify and monitor the Company’s key risk areas and key performance indicators;

3.4.2.

With the guidance of the Audit Committee, the Board should satisfy itself that -

a.	the Company’s risk philosophy, strategies and policies are appropriate to the business, and that there is due compliance with all risk related policies, procedures and standards;
b.	internal controls, both operational and financial, are effectively maintained and, where necessary, reviewed;

3.5.

Performance

3.5.1.	The Board should satisfy itself with regard to its performance and effectiveness as a whole, and that of the individual directors;
3.5.2.	The Board shall monitor management in implementing the Company’s Business Plan, and in operating against approved budgets and performance criteria.
3.5.3.	The Board shall review its operations in terms of this Charter at least once a year.

3.6.

Compliance

The Board shall prescribe measures aimed at ensuring that the Company complies with all relevant laws, regulations and codes of business practice.

3.7.

Reporting

3.7.1.

a.	The Board shall be responsible for the preparation and integrity of the Company’s annual financial statements, and shall ensure that the disclosures contained in the Annual Report are both adequate and meet regulatory requirements;
b.	In approving the annual financial statements, the Board should record the relevant facts and assumptions on which it relies to conclude that the business will continue as a going concern in the financial year ahead;

3.7.2.

The Board shall -

a.	approve the Company’s Interim Reports and Profit and Dividend Announcements;
b.	determine and declare dividends payable to members, and approve the forfeiture of unclaimed dividends

3.8.

Management

With the guidance of the Remuneration / Nomination Committee, the Board should satisfy itself that -

3.8.1.	succession planning is undertaken, particularly in respect of the Chief Executive Officer and executive directors;
3.8.2.	the broad remuneration strategy of the Company is appropriate to the business;
3.8.3.	remuneration levels of the executive directors and senior management are appropriately determined, with due consideration to appropriate short and long-term performance related rewards.

3.9.

Communication

The Board should ensure that there is effective communication with the Company’s shareowners and its internal and external stakeholders, including personnel, customers, suppliers, media, bankers and partners.

3.10.

Interests

As legally required, members of the Board should make full and timely disclosures of their other business interests, and particularly those that conflict or might conflict with those of the Company.

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BOARD CHARTER