Page 24 - Stellar IAR2015

CORPORATEGOVERNANCE REPORT (CONTINUED)Details of the directorate at 30 November 2015 and at the date of this integrated annual report are provided on pages 22 to 24, and the name of the Company Secretary and the registered address of the Company are provided on the inside back cover.The Board is satis ed that no individual director or block of directors has undue power of decision-making and there is a clear division of responsibilities at Board level to ensure an appropriate balance of power and authority.CHIEF EXECUTIVE OFFICERMr CE Pettit was appointed as Chief Executive O cer with e ect from 5 October 2015.DIRECTORS RETIRING BY ROTATIONIn terms of the Company’s Memorandum of Incorporation, one-third of the directors retire by rotation and are eligible for re-election at each annual general meeting. Executive directors are not subject to rotation.Ms J de Bruyn and Mr PJ van Zyl stand for re-election at this year’s annual general meeting. The Nominations Committee has considered their credentials and contributions to the Board, and Board committees and unanimously recommend them to shareholders for re-election to the Board. Refer to ordinary resolutions number 3 and 4 in the notice of Annual General Meeting on page 102.EVALUATIONNo formal Board evaluation was done during the reporting period. A formal evaluation is planned for the next year.COMPANY SECRETARYThe Secretarial Company (Pty) Ltd, represented by Ms C du Preez was appointed as the Company Secretary on 11 May 2015.All Board members have access to the Company Secretary, who supports the Board as a whole and the Directors individually in ful lling their duties. The Company Secretary is required to ful l the duties as set out in section 88 of the Companies Act and the JSE Listings Requirement, and to ensure that appropriate procedures and processes are in place for Board and Shareholder proceedings in compliance with the Memorandum of Incorporation of the Company. The certi cate required to be signed in terms of subsection 88(2) (e) of the Companies Act appears on page 38.The Board undertakes an annual evaluation of the Company Secretary in accordance with the JSE Listings Requirements. The evaluation criteria for the Company Secretary includes assessing the quali cations, knowledge of and experience with relevant laws, ability to provide comprehensive support to the Group and directors an ability to provide guidance to directors as to their duties, responsibilities and powers.Based on the results of the evaluation, the Board is comfortable that the Company Secretary maintains an arm’s length relationship with the Board at all times, has the relevant experience to discharge her duties and is su ciently quali ed and skilled to act in accordance with and advise directors in terms of the JSE Listings Requirements and update the directors in terms of recommendations of King III and other relevant laws.DIRECTOR’S INTERESTS IN CONTRACTSThe following directors’ interest in material contracts were declared during the period:Thunder Capital (Pty) Ltd• 596 250 ordinary shares issued to and an amount of R1.6 million paid to Thunder Capital (Pty) Ltd, a company of which Mr PJ van Zyl is one of two directors, in lieu of underwriting fees. Mr van Zyl holds no direct or indirect bene cial interest in Thunder Capital (Pty) Ltd.Shanike Investments 322 (Pty) Ltd• An amount of R3 million paid to Shanike Investments 322 (Pty) Ltd, an associate of Mr CE Pettit in lieu of underwriting fees.20 | STELLAR CAPITAL PARTNERS