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 eight 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
Mr CMD Flemming (chairman)
Ms HS Motau
Mr B Mawasha
Mr CT Loock
Mr S Douwenga
Mr A Jogia
External audit
Internal audit
IT steering committee
Member Permanent invitees
Mr S Douwenga (chairman)
Ms P Govind (Smiths Manufacturing)
Ms J Smith (Supreme)
Mr T Tulgar (Mutlu)
Mr U Reddy (FNB)
Mr A Jogia
Ms M Mail
Mr R Lane
Mr M Brand
Nomination committee
Member Permanent invitees
Mr SG Pretorius (chairman)
Ms TN Mgoduso
Mr B Mawasha
Mr S Sithole
Remuneration committee
Member Permanent invitees
Ms TN Mgoduso (Chair)
MH Muell
Mr S Sithole
Mr CT Loock
Mr S Douwenga
Investment committee
Member Permanent invitees
Mr B Mawasha (chairman)
Ms HS Motau
Ms NL Mkhondo
Mr S. Douwenga
Mr CT Loock
Social and ethics committee
Member Permanent invitees
MH Muell (Chairperson)
SG Pretorius
CT Loock
Mr MC Mahlanu (FNB)
Mr L Stoltz
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

In 2019, the Metair group was externally assessed at a Level 2 B-BBEE status on a consolidated basis. All South African operations are at or above Level 4, with one operation at Level 3, Smiths Manufacturing and Lumotech at Level 2 while Supreme Spring and Hesto are at Level 1.

Metair’s B-BBEE performance compares favourably with that of manufacturing industry peers. Metair’s externally verified B-BBEE certificate is available on the website.

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.

Sponsor

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

 

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