Corporate governance review
The directors of Petmin are committed to conducting the
business of the Group with integrity and fairness and in
accordance with good governance practice and the Code of
Corporate Practices and Conduct, as set out in the King III
The directors have established mechanisms and policies
which are appropriate to the business and risks of the
Group and that will ensure the continuous reassessment
of the quality of the Group’s corporate governance
practices. The directors have reviewed the King III report
and where areas of non-compliance have been identified,
management implements programmes to address these
Areas where Petmin does not comply with King III are
disclosed and explanations are provided. A statement
that confirms Petmin’s application of each of the King III
Code’s 75 principles is available on our website at www.petmin.co.za.
COMPOSITION OF THE BOARD
At 30 June 2015, the Petmin Board comprised four
executive directors and five non-executive directors (see page 20).
The composition of the Board is designed to procure the
necessary professional skills and experience required to
judge, objectively, matters of the strategic and business
direction of the Group.
As required by King III, Petmin’s Board of Directors re-elected
Ian Cockerill as Non-executive Chairman until the
2015 AGM. As the Chairman was previously an Executive
Director, Petmin also elected a Lead Independent Director.
Mr. Trevor D Petersen has served in this role since 28
November 2013. Mr. Petersen was also re-elected as
Chairman of the Audit and Risk Committee. Directors are
subject to retirement by rotation and re-election at the
Annual General Meeting of the members.
ROLE AND FUNCTION OF THE BOARD OF
The Board is responsible for the management, direction
and ultimate control of the Group. In order to meet this responsibility to shareholders and other stakeholders, the
Board is responsible for setting the strategic objectives
of the Group, determining investment and performance
criteria, and taking ultimate responsibility for the
management and ethical behavior of the business of the
The Board meets on a formal basis or via electronic media
at least quarterly, with additional meetings convened as
the need arises. The Group’s overall daily operations are
managed and overseen by the Executive Directors. An
approval and authority framework is in place which defines
the powers and authority of the Board, its Committees and
the Executive Team.
There is a clear division of responsibilities at Board level
that ensures a balance of power and authority. No one
individual has unfettered powers of decision-making.
TERMS OF REFERENCE FOR THE BOARD OF
In order to meet its responsibilities to shareholders and
other key stakeholders, the Board is responsible for:
||Approving the strategic objectives and annual budgets
of the Group, against which performance is measured
||Ensuring that the Group carries out its risk
responsibilities and all material risks of the business are
identified and managed
||Validating the proposed investment criteria presented
||Providing guidance for the proper management and
ethical behavior of the Group’s businesses
||Appointing Board Committee members and reviewing
the scope and adequacy of activities of the Board
Committees in order to evaluate how effectively the
committees discharge their responsibilities in terms of
statutory and corporate governance requirements
Mr. J van der Walt of Mondial Consultants Proprietary
Limited is the company secretary.
The company secretarial function is conducted on an
arm’s length basis with an independent company, Mondial
Consultants Pty Ltd. Mondial’s representative, Mr Johan
van der Walt, who acts as Petmin’s company secretary, has an arm’s length relationship with Petmin. The Petmin
Board is satisfied that Mondial is independent and consults
extensively to other clients and the sustainability of
its business is not is not reliant on Mr van der Walt’s
appointment as Company Secretary.
The table below sets out the attendance of Directors at the Group’s formal Board meetings held during the year. All Directors
were actively involved at Board level:
Board meeting attendance for year to end-June 2015-
||9 Sept 2014
|| 27 Nov 2014
||19 Feb 2015
||15 May 2015
||22 May 2015
||26 June 2015
|Jan du Preez
|Trevor D Petersen
The competence, qualifications and experience of the
Company Secretary are reviewed annually by the Board and
the Board has satisfied itself that the Company Secretary
is competent and has the necessary qualifications and
experience required to fulfil the role and the responsibilities
placed upon a Company Secretary by the Companies Act,
the JSE Listings Requirements and King III. The Company
Secretary qualified and was admitted as an Attorney of
the High Court of South Africa in 1984 and practiced law
and intellectual property law at two of Johannesburg’s
leading law firms. He has over 32 years’ experience in law,
corporate communications, as well as risk and project
Before the formation of Mondial in 2008, Mr van der
Walt was employed for a period of 20 years by one of the
world’s largest resource companies. During this period his
main areas of focus were law, corporate governance and
risk management. He was the Risk Manager for one of this
organisation’s major divisions for a period of 10 years as well as the Company Secretary for the last 12 years of his
service with the same group of companies.
SUPPORT TO THE BOARD
In order to facilitate the discharge of the duties and
functions by Directors (Non-Executive Directors in
particular), the Group will assist directors by arranging:
||Visits to and tours of its operations, along with
interviews with the responsible Executive Managers
||Briefing sessions with individual executive directors
or senior managers responsible for particular areas of
||Consultations with the Company Secretary for
||In the event of a director identifying an area of
particular concern or conflict in relation to his/
her future conduct as a director, he/she may, after
consultation with and through the office of the Chief
Executive Officer, and/or the Company Secretary, seek
independent professional advice at the expense of the
INDEPENDENCE OF THE BOARD
The Board’s independence is maintained by:
||Non-Executive Directors not holding service contracts
and their remuneration not being tied to the financial
performance of the Group
||All the Directors having access to the advice and
services of the Company Secretary and, with prior
agreement of the Chairman, being entitled to seek
independent professional advice on the affairs of the
Group at the Group’s expense
The Board has a strong contingent of Non-Executive
Directors who bring their diverse experience, insight and
independent judgement to bear on issues of strategy,
planning, performance, resources and standards of conduct.
For the year ended 30 June 2015 the Non-Executive
Directors have no service contracts with the Company
and are appointed for specific terms. Recommendation
of members for re-appointment is not automatic,
but considered individually, based on that person’s
contribution. As recommended and defined by King III, the
majority of the Non-Executive Directors are independent.
The four Executive Directors involved with the day-to-day
business activities of the Group are responsible for ensuring
that the Board’s strategies are followed and its decisions
The Executive Team at the Petmin corporate office
executes strategies approved by the Board and sets the
tone for the business. The Executive Team allocates capital
and deploys skills and experienced teams to projects and
operations. Operational management is decentralised with
a high degree of independence and decision making by
disciplined, innovative and entrepreneurial teams.
The members of the Executive team are all significant
shareholders of Petmin.
Details of directors’ remuneration are given in the report of
the Remuneration Committee.
The directors have set a framework for financial reporting,
with internal and operating controls to ensure reasonable
assurance as to timeous reporting of business information,
safeguarding of Group assets, compliance with statutory
laws and regulations, recording of Group results and
general operation in terms of the Group’s standards of
The Board is responsible for monitoring the ongoing
effectiveness of these controls and operating frameworks.
The external auditors have unrestricted access to the
Chairman of the Board.
The minutes of Audit and Risk Committee (ARC) meetings
are presented at the next meetings of the Board. There is
close communication between the ARC and the external
auditors. Areas of weakness in control are brought to the
attention of all relevant parties and remedial action is taken
immediately to ensure no loss or misstatement arises due
to the inadequacy of the internal control environment.
HEALTH, SAFETY AND ENVIRONMENT
Petmin’s Health, Safety and Environment Committee is
based at its Somkhele mining operation. This committee
comprises the General Manager Mining of Somkhele, senior
operational management from Somkhele and various
external consultants in the fields of safety, health and
One of the main functions of the committee is to monitor
health, safety and environmental performance and
reporting in accordance with the applicable legislation
and the GRI framework and guidelines. It further
reviews, considers and comments on health, safety and
environmental strategies, statistics, structures, systems
and related policies at the operation. The committee meets
on a quarterly basis.
As the previous membership of the Board Nominations
Sub-committee did not comply with King III due to the
inclusion of executive directors as members, with effect
from 30 June 2014 it was resolved that the only members
of the Nominations Committee are the five Non-
Executive Directors, three of whom constitute a quorum.
Executive directors are requested to attend meetings of
the Nominations Committee as and when their input is
required by the Sub-committee.
The committee meets as and when required but not less
than once per annum.
CODE OF ETHICS
The Group subscribes to certain values and ethical practices
that apply throughout the organisation. These values and
ethical practices are sustained by the directors’ belief in
free and fair dealings in good faith and with respect for the
law and regulations.
The board-approved Code of Business Ethics covers
areas such as conflict of interest, confidentiality and the
protection of proprietary and commercial information,
political activities and government relationships, gifts and
donations, use of company information systems, fraud, and
Concerns and violations of the Ethics policies can be
reported, in confidence, to the dedicated email address:
email@example.com. Incidents reported on this email
address are reported to the Audit and Risk Committee.
Petmin’s Ethics Policy is available on www.petmin.co.za.
ACCOUNTING AND AUDITING
The Board places strong emphasis on achieving the highest
level of financial management, accounting, and reporting
to shareholders. The Board is committed to compliance
with International Financial Reporting Standards (IFRSs)
and its framework concepts and measurement and
recognition requirements, the SAICA Financial Reporting
Guides as issued by the Accounting Practices Committee
and Financial Pronouncements as issued by the Financial
Reporting Standards Council, and the requirements of
the South African Companies Act. It is the directors’
responsibility to prepare financial statements that fairly
||the financial position as at year-end
||profit or loss for the year
||cash flows for the year
The external auditors observe the highest level of business
and professional ethics and their independence is not
impaired in any way. The external auditors were given
unrestricted access to all financial records and related data,
including minutes of all shareholder and Board meetings.
The directors believe that all representations made to
the independent auditors during their audit are valid and
The Board set principles for using the external auditors for
COMMUNICATION WITH STAKEHOLDERS
The Group maintains that positive relations with all
stakeholders is key to creating and sustaining value for all
stakeholders. The Company is committed to a policy of
timeous and effective communication with shareholders
and other stakeholders through shareholders’ meetings,
the annual financial report and interim financial report.
Matters of both financial and non-financial nature
are communicated to shareholders in a timeous and
SHARE DEALINGS BY DIRECTORS
All dealings by directors are regulated and monitored as
required by the listing requirements of the JSE Ltd.
The Group observes closed periods from the end of the
interim and year-end periods to the announcement of the
interim or year-end results, and any other period when the
Company is trading under a cautionary announcement.
During these periods, the directors and senior employees of
the Company may not deal in the Company’s shares.
Details of directors’ shareholdings are provided in the
directors’ report in the Annual Financial Statements.