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Corporate Governance
ACTOWERS is listed on the Alternative Exchange (“AltX”) of the JSE Limited (“JSE”). The Board of directors (“the Board”) is committed to ensuring that the Group adheres to the highest standards of corporate governance in the conduct of its business and is committed to the principles of openness, integrity and accountability. The Board supports the principles contained in the Code of Corporate Practices and Conduct recommended by the King Report III on Corporate Governance for South Africa (“King III”) and is taking steps to ensure that it will be compliant therewith.
Statement of compliance
The directors, to the best of their knowledge and belief, are of
the opinion that throughout the accounting period under review,
the Group has complied with the principles set out in King II and
with the specific requirements relating to corporate governance
set out in the JSE Listings Requirements.
The Board of directors
At the date of this annual report, ACTOWERS has seven
directors; four executive directors and three non-executive
directors, one of whom is independent. With effect from
2 March 2009, Mr Martin Potgieter, who was appointed as an
independent non-executive director, now serves as a nonexecutive
director since 1 June 2010. The guidelines outlined in
the JSE Listings Requirements, King III and the Companies Act,
61 of 1973 as amended, were used to categorise the directors.
Biographical details of the directors can be found on our Board of Directors page.
The Board is governed by a formal Board Charter setting out composition, processes and responsibilities and includes a policy which sets out a clear balance of power and authority at board level to ensure that no one director has unfettered powers of decision-making. The primary responsibilities of the Board include regular review of the strategic direction of investment decisions and performance against approved plans, budgets and best practice standards. The Board retains full and effective control of the Group and decisions on material matters are reserved for the Board. The Board is also responsible for monitoring the activities of the executive management.
Chairman and Chief Executive Officer
The Chairman and Chief Executive Officer is Mr Chris Krüger.
Chris leads the Board and is responsible for representing the
Board to shareholders. He is further responsible, with the
assistance of the other executive directors and management, for
the running of the day-to-day business of the Group, for the
implementation of policies and strategies adopted by the Board
and takes full responsibility for all operations. In terms of the JSE
Listings Requirements for AltX companies, the separation of the
Chairman and the Chief Executive Officer is not required.
The directors are experienced business people and are required
to exercise leadership, enterprise, integrity and judgement
based on the principles of good governance.
Retirement and re-election of directors
One-third of the directors are subject, by rotation, to retirement
and re-election at the annual general meeting in terms of the
company’s articles of association (“articles”). Messrs Vuyisa
Nkonyeni and Martin Potgieter, being eligible, have offered
themselves for re-election. In accordance with the articles,
Mr Nick van der Mescht’s appointment as a director of the Board
with effect 1 June 2010 will be confirmed by shareholders at the
forthcoming annual general meeting.
Board Committees
While the Board remains accountable and responsible for the
performance and affairs of the Group, it delegates to management
and Board Committees certain functions to assist it to properly
discharge its duties. The Board had three Committees during
the period under review. The Chairmen of the Committees report
at each scheduled Board meeting and attend the annual general
meetings to answer questions raised by shareholders.
Audit Committee
During the period under review, the members of this committee
were Messrs Mitesh Patel (Chairman) and Martin Potgieter.
The Chief Executive Officer, Financial Director and external
auditors attend the meetings by invitation. In compliance with
the JSE Listings Requirements, a representative of the
company’s Designated Adviser attended all meetings of this
committee.
Risk Committee
Messrs Mitesh Patel (Chairman), Vuyisa Nkonyeni, Martin
Potgieter, Jacques de Villiers, Nick van der Mescht and David
van Staden are the members of the Risk Committee.
The Committee is mandated, in terms of its approved Terms of
Reference, to assist the Board in the discharge of its duties
relating to corporate accountability and the associated risk in
terms of management, assurance and reporting. The Committee
will review and assess the integrity of the risk control
systems and ensure that the risk policies and strategies are
effectively managed.
Remuneration Committee
Messrs Vuyisa Nkonyeni (Chairman), Mitesh Patel and Martin
Potgieter are the members of the Remuneration Committee. The
Committee is authorised, in terms of its approved Terms of
Reference, to approve executive remuneration that is fair and
competitive and will also review the executives’ recommendations
for non-executive directors’ fees and committee fee structures
against market data.
Board and Committee meeting
attendance
Details of the attendance at meetings are provided in the table
below.
| Director | Board | Audit | Risk | Remuneration |
| CJJ Krüger | 5/51 | N/A | N/A | N/A |
| J de Villiers | 5/5 | 4/42 | 3/3 | 3/3 |
| DM van Staden | 5/5 | N/A | 3/3 | N/A |
| NWJ van der Mescht 3 | N/A | N/A | N/A | N/A |
| MM Patel | 5/5 | 4/41 | 3/31 | 3/3 |
| VN Nkonyeni | 5/5 | 4/42 | 3/3 | 3/31 |
| MM Potgieter | 5/5 | 4/4 | 3/3 | 2/3 |
| 1 Chairman 2 By invitation 3 Appointed to the Board on 1 June 2010 In compliance with the JSE Listings Requirements, a representative of the company’s Designated Adviser attended all Board meetings. |
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Appointments to the Board
The Board has adopted a formal and transparent policy on the
procedures for the appointment of directors, which is a matter
for the Board as a whole. Directors will be appointed on the
basis of skill, acumen, experience and level of contribution to
and impact on the activities of the Group. Directors are invited to
assist with the identification and nomination of potential
candidates. The non-executive members of the Board propose
suitable candidates for consideration by the Board.
Closed periods
A closed period is exercised by the directors from the date of the
reporting period until the Group’s results are published on SENS.
Additional closed periods are enforced as required in terms of any
corporate activity or when directors are in possession of price sensitive information. The Company Secretary ensures that all
directors are aware of the legislation regulating insider trading.
There were no changes in the directors’ interests in the share capital of the company between 28 February 2010 and the date of the notice of annual general meeting contained in this annual report. A record of directors’ dealings and clearance provided in terms of the JSE Listings Requirements is retained by the Company Secretary.
Directors’ share dealings
Directors may not deal in the company’s shares without first
advising and obtaining written clearance from the Chairman
and the Financial Director. The Chairman and Financial Director
may not deal in the company’s shares without first advising
and obtaining clearance from the Board. No director or
executive may trade in ACTOWERS shares during closed
periods as defined in the JSE Listings Requirements. The
directors of the company keep the Company Secretary advised
of all their dealings in securities and a written record is
contained thereof.
Interests in contracts
During the year ended 28 February 2010, other than the interests’
of the directors disclosed in note 25 on page 67 to the annual
financial statements, no other director had a significant interest
in any contract or arrangement entered into by the company or
its subsidiaries.
Directors are required to inform the Board timeously of conflicts or potential conflicts of interests they may have in relation to particular items of business and recuse themselves from discussions or decisions on matters in which they have a conflicting interest.
The register of interests of directors in contracts in terms of Section 234 of the Companies Act 61 of 1973, as amended, is updated at every Board meeting.
Independent Advice
The members of the Board and Committees may seek advice
from independent experts whenever it is considered appropriate.
Individual directors may, with the consent of the Chairman,
seek independent professional advice at the expense of the
company, on any matter connected with the discharge of their
responsibilities as directors.
Price-sensitive information
The Board acknowledges its responsibility for ensuring the
equal treatment of all shareholders. The Board has an approved
Information Disclosure Policy in place which sets out the
necessary guidelines that have to be adhered to at all times in
the external communication of the company’s affairs.
Conflicts of interest
ACTOWERS encourages directors to avoid situations where
they have, or can have, a direct or indirect interest that conflicts
with the company’s interests. Directors are required to inform
the Board timeously of conflicts or potential conflicts of
interests they may have in relation to particular items of
business. A director who has a conflict of interest with respect
to a contract or transaction that will be voted on at a meeting,
shall not be counted in determining the presence of a quorum
for purposes of the vote, may not vote on the contract or
transaction, and shall not be present in the meeting room when
the vote is taken.
Company Secretary
The appointment and removal of the Company Secretary is a
matter for the Board as a whole. The Company Secretary advises
the Board on the appropriate procedures for the management of
meetings and the implementation of governance procedures, and is further responsible for providing the Board collectively,
and each director individually, with guidance on the discharge
of their responsibilities in terms of the legislation and regulatory
requirements applicable to South Africa. The Company
Secretary monitors directors’ dealings in securities and ensures
adherence to closed periods for share trading.
Communication
The Board ensures that material matters of interest and concern
to shareholders and other stakeholders are addressed in the
company’s public disclosure and communication. In this regard
the Board ensures that the Group provides adequate transparency
on all pertinent matters. The Chief Executive Officer and Financial
Director meet with shareholders and analysts as well as with the
financial press in order to ensure accurate reporting of Group
matters. All pertinent Group announcements are placed on the
company’s website.
The Board further encourages shareholders to attend its annual general meeting, notice of which is contained in this annual report, where shareholders have the opportunity to put questions to the Board and the Chairman of the Audit and Risk Committee.
The company’s website provides the latest and historical financial and other information, including the annual financial statements.
Employment equity
An affirmative action programme forms part of the Group’s
business plan. The Group offers equal opportunities to all
employees. It seeks to provide a work environment in which
individuals of ability and commitment are able to develop their
careers regardless of their background, race, religion or gender.
The Group fully supports the government’s initiative to achieve greater equity in the workplace and management of all Group companies is fully committed to complying with the Employment Equity Act of 1998 (as amended).
Going concern
The annual financial statements set out in this annual report
have been prepared in accordance with International Financial
Reporting Standards. They are based on appropriate accounting
policies that have been consistently applied.
The directors report that, after making enquiries, they have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Group continues to adopt the going concern basis in preparing the annual financial statements.
To download our 2010 Annual Report, please see our Investor Relations page.
