Custodians of Governance
The Board accepts its responsibility as the custodian of corporate governance within the Group and is therefore accountable to stakeholders for the provision of value enabling governance. The Board is constituted in terms of the company’s memorandum of incorporation and in line with King IVTM. The majority of the Board members are independent non-executive directors who bring diversity to Board deliberations and create value by constructively challenging management.
A clear balance of power and authority at board level and a clear division of responsibilities between the directors is maintained to ensure that no single director has unfettered decision-making powers. A Delegation of Authority Framework is in place and reviewed to ensure the necessary authority to management to implement and execute the short-term strategy. The Board is satisfied that the Delegation of Authority Framework contributes to role clarity and the effective exercise of authority and responsibilities.
The Board confirms that the company is –
- in compliance with the provisions of the Companies Act or relevant laws of establishment, specifically relating to its incorporation and
- operating in conformity with its Memorandum of Incorporation.
The Board strives to balance the interests of the Group and those of its various stakeholders. All directors are continuously taking steps to ensure that they have sufficient working knowledge of the Group and industry.
The directors have access to the advice and services of the company secretary. They are entitled, at the company’s expense, to seek independent professional advice about the affairs of the company regarding the execution of their duties as directors.
Board composition
All current directors are South African citizens.
The current directors are:
| Mr. Ulrich Bester | CEO, Executive Director | Appointed 15 May 2023 |
| Mr. Ian Bird | Non-Executive Director, Chairman | Appointed 21 April 2023 |
| Ms. Hazel Bango-Moyo | Non-Executive Director | Appointed 21 April 2023 |
| Ms. Nyameka Madikizela | Non-Executive Director | Appointed 21 April 2023 |
| Mr. LM Sidaki | Financial Director | Appointed 1 December 2024 |
Leadership roles and functions
Non-executive directors
All members of the Board have a fiduciary responsibility to represent the best interest of the Group and all of its stakeholders. The Group’s non-executive directors are individuals of high calibre and credibility who make a significant contribution to the Board’s deliberations and decisions. They have the necessary skills and experience to exercise judgement on areas such as strategy and performance.
The Chairman
The chairman’s role is to set the ethical tone for the Board and to ensure that the Board remains efficient, focused and operates as a unit. Charles Mostert was the independent non-executive chairman and resigned on 26 April 2023. Mr Ian Bird was appointed as the new independent non-executive chairman in April 2023 and his role is separate from that of the chief executive officer, James Allan.
Chief executive officer
The Board appoints the chief executive officer to lead and implement the execution of the approved strategy. James Allan presents progress against the implementation of the strategy. The remuneration and nominations committee evaluates the performance of the chief executive officer.
Company secretary
The company secretary plays a vital role in the corporate governance of the Group and is responsible for ensuring Board compliance with procedures and regulations of a statutory nature. The company secretary ensures compliance with the JSE Listings Requirements and is responsible for the submission of the annual compliance certificate to the JSE Limited (JSE).
The company secretary ensures that, in accordance with the pertinent laws and regulatory framework, the proceedings and affairs of the Board and its members and the company itself are properly administered. Despite the suspension, resolutions were still passed to find opportunities to bring operational assets into the business and lift the suspension to create value for shareholders.
The Board satisfied itself regarding Claire Middlemiss’ work experience, performance, technical skills and overall competence in fulfilling her role as company secretary at the previous meeting of the Board (during which time she was excused from the meeting). She is an independent consultant and maintains an arm’s length relationship with the Board. She reports to the chairman on all statutory duties and functions performed relating to the Board.
The company secretary’s primary responsibilities are to:
- ensure that Board procedures are followed and reviewed regularly
- ensure applicable rules and regulations for the conduct of the affairs of the Board are complied with
- maintain statutory records in accordance with legal requirements
- guide the Board as to how its responsibilities should be properly discharged in the best interest of the company
- keep abreast of, and inform, the Board of current and new developments regarding best practice corporate governance thinking and practice.
Ethical and effective leadership
The Board is committed to achieving its goals with integrity, high ethical standards and in compliance with all applicable laws, while being a responsible corporate citizen. The Board has adopted a Code of Ethics which is reviewed and sets the tone for an ethical culture within the Group. The directors are fully committed to these principles, which ensures that the business is managed according to the highest ethical standards, even beyond mere legal compliance, within its operating environment, as well as social, political and physical environment within which the Group operates.
No material ethical leadership and corporate citizenship deficiencies were noted. The Board, through the Audit and Risk Committee as well as the social and ethics committee, monitors compliance with SEAM’s Code of Ethics and Business Conduct through various reporting.
SEAM received no requests in terms of the Promotion of Access to Information Act, 2000 during the reporting period.
During the year ended 29 February 2024, Mr. Ulrich Bester, a majority shareholder had a significant interest in contracts and arrangements entered by the company and its subsidiaries, as disclosed in the annual financial statements.
Directors are required to inform the Board timeously of conflicts or potential conflicts of interest that they may have in relation to particular items of business.
Directors are obliged to excuse themselves from discussions or decisions on matters in which they have a conflict of interest, in accordance with the declaration and conflict of interest policy that is in place. A standard agenda item is included for members to declare whether any of them have any conflict of interest in respect of a matter on the agenda. This is minuted accordingly.
Commitment to the governance principles set out in King IVTM
The Board remains committed to the principles of King IV TM and ensures that its recommendations are materially entrenched into the Board’s internal controls, policies, terms of reference and overall procedures and processes. A King IV TM Application Register, setting out how the company has applied the principles of King IV TM, is available on our website, www.sableexploration.co.za.
Integrated effective control
As the custodian of governance, the Board is ultimately responsible for ensuring there is effective control within the business. The Board ensures effective control through a number of mechanisms, including:
Compliance with applicable laws, regulations and governance practices
The decisions and actions taken by the Board ensures that the company subscribes to full compliance with applicable laws, regulations and governance practices. This function is delegated to the Social and Ethics Committee with financial compliance overseen by the Audit and Risk Committee. The company is required to comply with the relevant legislation with the requirements of the Companies Act and JSE Listings Requirements.
The Board Charter
The roles and responsibilities of the Board and individual directors are set out in the Board Charter which is aligned with the provisions of relevant statutory and regulatory requirements and is reviewed on an annual basis. The Charter regulates the parameters within which the Board operate and ensures the application of the principles of good governance in all its dealings, in line with King IVTM.
Governance structures and delegation
The company’s governance structure provides for delegation of authority, while enabling the Board to retain effective control. Such structures similarly support and enable the informed oversight exercised by the Board. The Board delegates authority to established Board committees, as well as the chief executive officer, with clearly defined mandates.
The roles, responsibilities and composition of the Board committees are described below. The responsibilities delegated to these committees are formally documented in each committee’s terms of reference, which are approved by the Board and reviewed on an annual basis. After each committee meeting, committee chairmen report back to the Board, which facilitates transparent communication between directors and ensures that all aspects of the Board’s mandate are addressed.
The terms of reference are subject to change as and when required by the Board in order to accommodate the company’s changing needs. Roles and associated responsibilities and the composition of membership across committees are considered holistically. All committees have, as a whole, the necessary knowledge, skills, experience and capacity to execute their duties effectively. The chairman of each Board committee reports at each scheduled meeting of the Board, and minutes of Board committee meetings are provided to the Board.
Both the directors and the members of the Board committees are supplied with full and timely information that enables them to properly discharge their responsibilities. All directors have unrestricted access to all Group information.
The chairman of each Board committee is required to attend annual general meetings to answer questions raised by shareholders.
Audit and Risk Committee
In reviewing the committee composition during the year, it was decided that, due to the size of the company, the Audit Committee and Risk Committee would remain one committee. However, the agenda is divided into two separate sections so as to ensure that both audit and risk management responsibilities are attended to.
Hazel Bango-Moyo (Chairman)
Nyameka Madikizela
Ian Bird
The chief executive officer, financial director and external audit partner attend meetings by invitation. The Board is satisfied that the independence, experience and qualifications of each member enable them to fulfil the committee’s mandate. The committee meets at least once a year with the company’s external auditors, without management being present.
Summarised roles and responsibilities
- Providing the Board with additional assurance regarding the efficiency and reliability of the financial information used by the directors to assist them in the discharge of their duties
- Reviewing interim and annual financial statements, the Integrated Annual Report and any other external reports issued by the organisation
- Ensuring that significant business, financial and other risks have been identified and are being managed suitably
- Ensuring independence of external audit and overseeing the external audit process
- Ensuring good standards of governance, reporting and compliance are in operation
- Overseeing the Group’s risk management profile
Social and Ethics Committee
Ian Bird (Chairman) Ulrich Bester
The committee’s role and responsibilities as well as its composition are set out below:
Summarised roles and responsibilities
- Planning, implementing and monitoring the Group’s strategy for transformation
- Monitoring compliance with legislation
- Monitoring employment equity and fair labour practices
- Monitoring good corporate citizenship and the Group’s contribution to the development of communities in which it operates
- Monitoring ethics and business conduct.
Remuneration and Nominations Committee
In reviewing the committee composition during the year, it was decided that, due to the size of the company, the Remuneration Committee and Nominations Committee would remain one committee.
Nyameka Madikizela (Chairman)
Hazel Bango-Moyo
Ian Bird
Summarised roles and responsibilities
- Identifying and nominating new directors for approval by the Board
- Ensuring that appointments to the Board are formal and transparent
- Approving the classification of directors as independent
- Overseeing induction and training of directors and conducting annual performance reviews of the Board and Board committees
- Overseeing an appropriate separation between executive, non-executive and independent directors
- Ensuring proper and effective functioning of the Group’s Board committees
- Reviewing the Board’s structure, the size and composition of the various Board committees and making recommendations
- Oversees the remuneration philosophy and practices