Annual Report - JD Group

Corporate governance continued
2003 2004
Director 16 Nov 5 Dec 10 Mar 17 May 26 Jul 10 Nov
ID Sussman P P P P P P
HC Strauss P P P P P P
JL Bezuidenhout P P P P P P
G Völkel P P P P P P
ME King P P A P P P
D Konar P A P P P P
IS Levy P P P P P P
M Lock *
P A A P A P
MJ Shaw P P P P P P
JHC Kok †
– – P P P P
* Non-resident P = Present
† Appointed 1 March 2004 A = Apologies
Mark Richards, corporate support services executive, attends all
board meetings by invitation.
Meetings are conducted in accordance with formal agendas,
ensuring that all substantive matters are properly addressed.
Standing subcommittees of the JD Group board have been
appointed, details of which are set out in this report, while ad hoc
subcommittees are created as and when necessary.
The chairman sets the agenda for each meeting in consultation
with the chief executive officer and the company secretary. Any
director may request that additional matters be added to the
agenda. Copies of board papers are circulated to the directors in
advance of the meetings.
There is a clear division between the responsibilities of the board
and management.
Mias Strauss, the chief executive officer, takes full responsibility for
all operations.
The non-executive directors take responsibility for ensuring that
the chair encourages proper deliberation of all matters requiring
the board’s attention. The board ensures that there is an
appropriate balance of power and authority on the board so that
no one individual or block of individuals can dominate the board’s
decision making process.
Directors are appointed on the basis of skill, acumen, experience
and level of contribution to and impact on the activities of the
Group. Non-executive directors contribute an unfettered and
independent view on matters considered by the board and enjoy
significant influence in deliberations at meetings. All directors
have the requisite knowledge and experience required to properly
execute their duties, and all participate actively in the proceedings
at board meetings. The non-executive directors have no fixed term
of office, while executive directors have entered into service
contracts with Sustein Management (Pty) Ltd. The service contract
continues until 28 February 2005 whereafter it automatically
2
endures for an indefinite period subject to one year’s notice from
either party.
The board and its committees are supplied with full and timely
information which enables them to discharge their responsibilities.
They have unrestricted access to all Group information. Nonexecutive
directors have access to management and may even
meet separately with management, without the executive
directors being present.
Some of the non-executive directors hold directorships or
executive positions in companies with which JD Group has
commercial relationships. The board has considered all these
relationships and does not consider that any of them compromise
the independence of the directors concerned.
All directors are entitled, at the Group’s expense, to seek
independent professional advice about the affairs of the Group
in relation to the execution of their duties, if such expertise
is required.
One third of the directors are subject, by rotation, to retirement
and re-election at the annual general meeting in terms of the
Company’s articles of association. In addition, all directors are
subject to election by shareholders at the first annual general
meeting after their initial appointment.
The biographical details for each of the directors are set out on
pages 10 to 12 of book 2.
Interests in contracts
During the year ended 31 August 2004, none of the directors had
a significant direct or indirect interest in any contract or
arrangement entered into by the Company or its subsidiaries.
Company secretary
The company secretary is Melvyn Jaye. The appointment and
removal of the company secretary is a matter for the board as a
whole. The company secretary advises the board on the
appropriate procedures for the management of meetings and the
implementation of governance procedures.
The board has unlimited access to the company secretary,
who advises the board and its subcommittees on issues
including compliance with Group policies and procedures,
statutory regulations and King II. He works with the board to
ensure compliance with the Listing Requirements of the JSE and
the NSX.
Board committees
Specific responsibilities have been delegated to board committees,
all of which have defined charters in place.