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 constituted and functions in accordance to the company’s MoI, in line with King IV and according to the provision made in the formal charter. The board provides ethical and effective leadership in accordance with good governance practices. The board members conduct their duties by collectively and individually applying integrity, competence, responsibility, accountability, fairness and transparency. It also provides strategic direction which results in value creation.

The board is made up of eleven 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).

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.

Audit and risk committee
Member Permanent invitees
Ms B Mathews (Chair)
Mr B Mawasha
Ms A Sithebe
Mr S. Douwenga
Mr A. Jogia
Mr A. Mahado (KPMG)
Nomination Committee
Member Permanent invitees
Mr CMD Flemming (Chairman
Ms TN Mgoduso
Mr P.H. Giliam
Ms B. Mathews

IT steering committee
Member Permanent invitees
Mr S Douwenga (chairman)
Mr U Reddy (Metair)
Ms J Smith (Supreme Springs)
Mr D Seker (Mutlu Aku)
Mr S Konar (Smiths Manufacturing)
Mr A Jogia

Ms M Mail
Mr R Lane
Investment committee
Member Permanent invitees
Mr B Mawasha (chairman)
Mr P Giliam
Ms NL Mkhondo
Mr S. Douwenga
Mr R Haffejee
Mr A. Jogia
Social and ethics committee
Member Permanent invitees
Mr MH Muell (Chairperson)
Mr CMD Flemming
Ms A Sithebe
Mr R Haffejee
Mr MC Mahlanu (FNB)
Ms B. Erol (Mutlu)
Remuneration committee
Member Permanent invitees
Ms TN Mgoduso (Chair)
MH Muell
Mr S Sithole
Mr R. Haffejee
Mr S Douwenga
Ms T Marcus
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.

Broad-based black economic empowerment
Company BBBEE Status
2022 2023
ATE Non-Compliant Non-Compliant
FNB Level 4 Level 3
Hesto Level 2 Level 2
Lumotech Level 2 Level 2
Automould Level 4 Level 4
Smiths Manufacturing Level 2 Level 1
Supreme Spring Level 2 Level 3
Unitrade745 Level 3 Level 2
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 IV.


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