Corporate governance

In a very challenging environment, two requirements remain constant: sound business principles and competent and motivated people.

The board is the principal decision maker, supported by various committees and executive management. The audit and risk committee perform an annual review to ensure that the group applies the principles and recommended practices of King IV™ and that it complies with the highest standards of corporate governance.

The board

The board is made up of nine directors, two of whom are executive directors (the managing director and the finance director) and seven who are independent non-executive directors (one being the chairman).

Mr JG Best was appointed as lead independent director on 30 November 2017 and will act in this capacity for a period of 12 months from the date of such appointment.

The board initiated a recruitment exercise to appoint another member to the board which has led to the appointment of Mr B Mawasha to the board on 1 March 2018 as independent non-executive director and a member of the audit and risk committee. Mr L Soanes stepped down as a member of the audit and risk committee on 1 March 2018. The process of nomination, election and ultimately the appointment of directors is done in a formal and transparent manner and ethical standards are always adhered to. All candidates identified as possible board members are requested to provide the board with details of their current professional commitments and a statement that confirms that the candidate has sufficient time available to fulfil the responsibilities as a non-executive director.

The board is continuing with this recruitment exercise to find board candidates with practical hands-on manufacturing expertise who can replicate the expertise of Messrs Broadley and Soanes. These gentlemen will remain on the board to mentor the new board members for at least a year and will then retire. The reason for their retirement is board tenure.

Metair believes that the board composition creates an environment which supports executives in executing their roles while remaining motivated, thus ensuring Metair’s sustainability.

Subsidiary and divisional boards

In line with the decentralised nature of the group’s operations, subsidiary and divisional boards manage the day-to-day affairs within their areas of responsibility.

Investment committee

The committee comprises three independent non-executive directors, namely, Mr JG Best, Ms PPJ Derby and Ms HG Motau, as well as Mr S. Douwenga, chief financial officer of the company.

The main aim of the committee is to review in detail investment opportunities brought to the board by executive management before they are submitted to the board for a final decision.

Board audit and risk committee

The committee comprises three independent non-executive directors, namely Mr JG Best (audit and risk committee chairman), Mr L Soanes and Ms HG Motau.

Mr B Mawasha was appointed to the audit and risk committee on 1 March 2018 to replace Mr L Soanes who resigned on the same day.

IT steering committee

An Information Technology (IT) steering committee was constituted in 2013. The committee’s main focus area is to look at standardisation and common IT-related matters and policies throughout the group.

The new accounting system, Cognos, has been fully implemented by all subsidiaries for financial and sustainability information. The next project will look at the risk and compliance dashboard. The board is ultimately responsible for the governance of information and technology and in terms of King IVTM the board should govern it in a way that supports the company setting and achieving its objectives.

Regular IT steering committee meetings are planned to commence in 2018 to be attended by all subsidiaries.

Social and ethics committee

The board’s social and ethics committee is made up of: two independent non-executive directors Ms PPJ Derby (chairperson) and Mr RS Broadley, two executive directors Messrs CT Loock and Mr S Douwenga, and a subsidiary representative, Ms J Gressel.

Social and ethics plan and framework

The Metair board is responsible and accountable for directing and monitoring our social and ethics management performance within a structured framework.

The core principle of the framework is custodianship and the core values are unity, harmony, equality, respect for human dignity and doing what is right, fair, reasonable, lawful and just.

Insider trading

No employee (directors and officers included) may trade directly or indirectly in the shares of the company during a closed period or a prohibited period. Closed periods are imposed from 31 December and 30 June until the publication of the respective half yearly results. Where appropriate, a prohibited period is also imposed on certain employees during periods when they are in possession of undisclosed price-sensitive information.

Employment equity and transformation

The group has submitted the relevant employment equity reports after thorough consultation with staff and union representatives. It has also monitored and measured performance against our five-year employment equity plan and addressed barriers such as skills shortages among previously disadvantaged groups. The group consequently complies with all the requirements of the Employment Equity Act.

Broad-based black economic empowerment

Metair is looking at the standardisation of B-BBEE verification times, agencies and procedures which will be finalised in 2018.  The group focus is on management control, procurement and enterprise and supplier development.

Metair maintained a score of 22.23 points for the ownership element on the generic Broad-based Black Economic Empowerment scorecard (2016: 22.23). The transfer of these points to the subsidiaries results in all subsidiary companies being compliant during the period. All subsidiaries reported against the new codes. All subsidiaries achieved their goal of being a level four contributor with the exception of one subsidiary that is on a level five. We are pleased to report that one of our subsidiaries achieved a level two for the reporting period.

Company secretary

Ms SM Vermaak has filled the position of company secretary since 2001. Ms Vermaak is not a director of the company and the board is therefore satisfied that an arm’s-length relationship has been maintained between the board and the company secretary, in accordance with the recommended practice of King III.

One Capital Sponsor Services (Pty) Limited acts as sponsor to the company in compliance with the Listings Requirements of the JSE Limited.