| The King Reports on Code of Practices and Conduct echo principles
deeply embedded in the fabric of the group from which VenFin originated. |
| |
| Since its inception in the 1940s the group was principle-driven
and guided by the philosophy of its founder, Dr Anton Rupert. The
group was led by example and no formal codes of conduct were required. |
| |
| VenFin inherited, with pride, this sound corporate governance system – a
model for doing business ethically – which does not need to
be enforced but stems from internal conviction. |
| |
| One of the corner stones of our business model is the belief that
a company has three levels of responsibility: shareholders, staff
and the community. The group’s shareholders are served by sound
business practices and a continued quest for excellence which ensure
that profitable investments are being made. The group’s staff
and the community are served and supported as set out in the sustainability
report on page 76. |
| |
| Another foundation stone on which the group has been built, is
partnership. Many years ago this unique policy of co-determination,
co-responsibility and mutual trust served as a launching platform
for the group’s expansions overseas. Dr Rupert gave philosophical
content to this policy, as it was practised internationally since
the early 1950s, through the formulation of the following seven principles: |
- He who covets all will lose all. Only through sharing mankind will
preserve itself from harm.
- Help others to help themselves. You should not try to do more
for people than they can do for themselves, otherwise lasting dependence
is created.
- Nobody can trade with paupers. You cannot sell to people who
have no money.
- Neither wealth nor goodwill can be created by a give-away policy.
The surest way of losing a friend is to do him too big a favour
without giving him the opportunity of doing something in return.
- Progress is contagious, and if prosperity is shared it leads
to greater prosperity.
- Always place yourself in the other man’s
shoes; also consider his point of view.
- Confidence begets confidence. It is certainly a risk to trust,
but mistrust is an even greater risk that can lead to disaster.
|
| |
| The third foundation stone of the group is represented by a set
of values for doing business successfully. These values, shared by
Dr Rupert with an audience in 1956, are: |
- Honesty – because it lasts the longest.
- Correctness – because it creates trust with friends and
foes.
- Service – in every respect: to your client, your neighbour
and your country.
- Mutual support – so that you can push others up the ladder,
while climbing yourself, because if you pull others down, you will
also fall.
- Faith – that all will work out well if everyone does his/her
duty.
|
| |
| This wisdom and these timeless values served the group well for
over half a century and today still form the basis of VenFin’s
value system. |
| |
| Therefore, it comes naturally to VenFin to endorse, and to comply
with the principles of the King Reports as it corresponds to the
way in which business has been conducted in the group for more than
50 years. |
| |
| In accordance with the recommendations of King II, the Board adopted
a formal charter, as set out below. |
| |
CORPORATE STRUCTURE |
| |
| The Company is an investment holding company. |
| |
| Investments of the Company mainly comprise both listed and unlisted
companies which are not controlled by VenFin but are, due to significant
influence and board representation, mostly associated companies. |
| |
| The Company’s activities are concentrated on the management
of investments and the provision of support, rather than being involved
in the day-to-day management of business units of investees. The
Company is a long-term investor which forces strategic alliances
on a partnership basis, while endeavouring to add value. |
| |
| All the Company’s associates endorse the Code of Corporate
Practices and Conduct. The Company continues to encourage full compliance
within the investee portfolio, where possible, and disclosure where
not. |
| |
BOARD CHARTER |
| |
| A charter, read and endorsed by all directors of VenFin, has been
implemented to: |
- identify, define and record the responsibilities, functions and
composition of the Board; and to
- serve as a reference to new directors.
|
| |
| The charter is available for inspection at the registered address
of the Company. |
| |
| The Board, having reflected on the following, is satisfied that
for the year under review, it executed the required actions contained
in the charter satisfactorily. |
| |
COMPOSITION OF THE BOARD |
| |
| All directors of VenFin have access to the advice of the company
secretary and any relevant outside people when required. |
| |
| VenFin has a fully functional Board, comprising executive and non-executive
directors, which leads and controls the group. Currently there are
two executive and nine non-executive directors of whom six are independent.
In this charter, executive directors are collectively referred to
as executive management. |
| |
| The VenFin Board will not comprise fewer than four or more than
eighteen directors or any other number as may be determined from
time to time. Efforts are being made to ensure that the Board’s
composition reflects the demographics of South Africa adequately.
In addition, it is a function of the Board to ensure that the collective
skills and experience of members are suitable to carry out its responsibilities.
Circumspection is exercised by the Board in the selection and the
orientation of directors. |
| |
| The roles of the chairman and the chief executive officer are separated.
The chairman is a non-executive director but is not independent.
The arrangement which vest the responsibility in the Board to focus
on “performance” in directing the commercial and economic
fortunes of the Company, is deemed not only appropriate but also
essential. |
| |
| Board members are listed on pages 14 and
15. |
| |
ROLE AND RESPONSIBILITIES |
| |
| The Board provides strategic direction by proposing, discussing,
questioning, evaluating, and approving plans and strategies. In directing
the group, the Board exercises leadership, integrity and judgement,
based on fairness, accountability, responsibility and transparency,
to achieve continuing prosperity for the group. |
| |
| After approving operational and investment plans and strategies,
the Board empowers executive management to implement these and to
provide timely, accurate and relevant feedback on progress made. |
| |
| However, the Board remains accountable for the overall success
of the approved strategies, based on values, objectives and stakeholder
requirements, and for the process and policy which ensures the integrity
of risk management and internal controls. The Board is the focal
point of the group’s corporate governance and is also responsible
for ensuring that it complies with all relevant laws, regulations
and codes of best business practices. |
| |
| The Board monitors the operational and investment performance of
the group, including relevant financial and non-financial aspects.
It also ensures that procedures and practices are in place to protect
the Company’s assets and reputation. |
| |
| VenFin’s Board established the following subcommittees
to assist it in discharging its duties and responsibilities: |
| |
- The Remuneration and Nomination Committee, consisting
of three non-executive directors, advises the Board on remuneration
and terms of employment of all directors and members of senior management
and is responsible for succession planning. The committee is also
responsible for nominating directors. Additionally, it participates
annually in evaluating the performance of directors, the effectiveness
of the Board as well as that of the Audit and Risk Committee. Directors
do not have long-term contracts or exceptional benefits associated
with the termination of services. The Chairman of the Board is chairman
of this committee. The chief executive officer attends meetings only
by invitation.
The committee has a formal mandate and its effectiveness is evaluated by the
Board accordingly.
|
| |
- The Audit and Risk Committee, consisting of
three non-executive directors and one executive director, reviews
the adequacy and effectiveness of the following: the financial
reporting process, the system of internal control, the management
of financial, investment, technological and operating risks, risk
funding, the internal and external audit processes, the Company’s process for monitoring
compliance with laws and regulations, its own code of business conduct,
as well as procedures implemented to safeguard the Company’s
assets. The chairman of the committee is an independent non-executive
director.
The committee also monitors the effectiveness of governance structures implemented
by the boards of those entities it invests in.
The committee has a formal mandate and its effectiveness is evaluated by the
Board accordingly.
|
| |
- The Executive Committee, consisting of two executive
directors, meets regularly between Board meetings to deal with issues
delegated by the main Board. Senior management is present at these
meetings and to this end it continually interfaces with them.
|
The appointment and orientation of new directors are also the responsibility
of the Board.
Non-executive directors are selected for their broader
knowledge and experience and are expected to contribute effectively
to decision-making and the formulation of strategies and policy. |
| |
| On the other hand, executive directors contribute their detailed
insight into day-to-day operations, which enables the Board to identify
goals, provide direction, determine the feasibility of proposed strategies,
and to monitor investments. These directors are generally responsible
for operational decisions and their implementation. |
| |
| The Board annually reviews and assesses the mix of skills and experience
offered by its members as well as its composition in view of the
country’s demographics to ensure that it is adequately equipped
to achieve the Company’s objectives and to create value for
shareholders over the long term. |
| |
MEETINGS AND QUORUM |
| |
The articles of association require three directors to form a quorum
for Board meetings.
A majority of members, preferably with significant
representation of the non-executive directors, is required to attend
all committee meetings. |
| |
| The VenFin Board meets at least five times a year. The Audit and
Risk Committee meets at least four times a year, and the Remuneration
and Nomination Committee at least once a year. |
| |
| Attendance at meetings |
| |
|
|
Remuneration |
| |
|
Audit and Risk |
and Nomination |
| |
Board |
Committee |
Committee |
| Meetings held |
5 |
5 |
2 |
| Directors |
|
|
|
| J P Rupert |
5 |
|
1 |
| J Malherbe |
5 |
|
|
| P E Beyers |
5 |
|
|
| M J Bosman |
5 |
|
|
| E C Botha |
5 |
|
|
| J W Dreyer |
5 |
5 |
|
| J J Durand |
5 |
5 |
|
| G T Ferreira |
3 |
|
2 |
| A G Fletcher |
5 |
5 |
|
| E Links |
4 |
|
|
| J E Newbury |
5 |
5 |
2 |
|
| |
MATERIALITY AND APPROVAL FRAMEWORK |
| |
| Issues of material or strategic nature which might impact on the
reputation of the Company, are referred to the Board. All other issues,
as mandated by the Board, are dealt with at executive management
level. |
| |
| The minutes of all the committee meetings are circulated to the
members of the Board. Issues that require the Board’s attention
or a Board resolution are highlighted and included as agenda items
for the next Board meeting. |
| |
REMUNERATION PRINCIPLES |
| |
| The Company’s policy regarding the remuneration of all directors
and senior management aims at: |
- attracting and retaining potential directors and senior management
of high calibre;
- providing directors and senior management with remuneration
that is fair and just;
- ensuring that no discrimination occurs;
and
- recognising and encouraging exceptional and value-added performance.
|
| |
| In line with these objectives, the Remuneration Committee annually
reviews and evaluates the performance of each executive director
and members of executive management, and determines the annual salary
adjustments for each. For this purpose it refers to salary surveys
compiled by independent organisations. |
| |
DUTIES OF THE DIRECTORS |
| |
| According to the Companies Act, which does not differentiate between
executive and non-executive directors, the Company directors: |
- prepare the annual financial statements that should represent
fairly the Company’s state of affairs and its profit or loss
position for the period under review;
- select suitable accounting
policies and apply them consistently;
- state whether applicable
accounting standards have been followed; and
- endeavour to make
judgements and estimates that are reasonable and prudent.
|
| |
| They also have a duty to: |
- set and maintain appropriate value systems;
- apply due care and
skill in harnessing entrepreneurial flair in maximising sustainable
returns;
- keep proper accounting records;
- take steps to safeguard
the assets of the Company;
- set the group’s risk appetite;
- implement effective risk management processes and internal controls
and monitor its efficiency;
- ensure compliance with all relevant
laws;
- disclose potential conflicts of interest; and
- disclose
information truthfully.
|
| |
| The Board formulates the Company’s communication policy and
ensures that spokespeople adhere to it. This responsibility includes
transparent, balanced and truthful communication to shareholders
and relevant stakeholders. |
| |
| Having considered the matter, the directors are of the opinion
that the Board and the subcommittees have discharged all their responsibilities. |
| |
CONFLICTS |
| |
| Mechanisms have been put in place to recognise, respond to and
manage any potential conflicts of interest. Directors sign, at least
once a year, a declaration stating that they are not aware of any
conflicts of interest that may exist due to their interest in or
association with any other company. |
| |
| In addition, directors disclose their interest in contracts that
are significant to the Company’s business. Any potential conflict
of interest is disclosed as soon as it arises. |
| |
| All information acquired by directors in the performance of their
duties, which is not disclosed publicly, is treated as confidential.
Directors may not use, or appear to use, such information for personal
advantage or for the advantage of third parties. |
| |
| Directors of the Company are required to comply with the VenFin
Code of Conduct, gifts and donation policies and the prescriptions
of the JSE regarding inside information, transactions and disclosure
of transactions. |
| |
COMPANY SECRETARY AND PROFESSIONAL ADVICE |
| |
| Directors are entitled to seek, at the Company’s expense,
independent professional advice concerning the affairs of the group.
They have unlimited access to the services of the company secretary,
who is responsible to the Board to ensure that proper corporate governance
principles are adhered to. Board orientation or training is done
when appropriate. |
| |
GOING CONCERN |
| |
| At least once a year the Board considers the going concern status
of the group with reference to the following: |
- net available resources and the liquidity thereof;
- the group’s
Residual Risk Profile;
- world economic events;
- the following year’s
strategic/business plan, budgets and cash flow models; and
- the group’s
current financial position.
|
| |
RISK MANAGEMENT AND INTERNAL CONTROL |
| |
| In determining strategic objectives, the Board of Directors has
ensured its understanding of all the risks associated with the Company’s
investment portfolio with a view to maximising sustainable profits
and growth. |
| |
| These risks are measured continuously against the risks the Board
is prepared to assume. |
| |
| The risk management process is fundamentally based on the skill
and calibre of individuals employed, their motivation and drive and
the value systems they adhere to. |
| |
| The categories of risk identified can be broadly classified as
follows: |
| |
- Performance risk, which is managed by the Board
and includes strategic risk, opportunity risk, reputational risk,
liquidity risk, and also risks relating to corporate governance,
social and environmental responsibility and stakeholder relations.
|
| |
- Investment risk inherent to existing investments.
The Board has delegated the responsibility for investment risk management
to the boards of the various investee companies. The Board monitors
that these delegated responsibilities are effectively executed by
appointing its own members or VenFin senior management in non-executive
capacity on those boards.
These risks are furthermore managed at VenFin by ensuring that future investments
are subject to rigorous due-diligence reviews. These reviews include, inter alia,
verification of intellectual property rights, management competency, business
plans, market analyses, contractual rights and obligations, product feasibility,
cash flow and liquidity requirements. Consideration is also given to ensure that
the investment is optimally structured, using appropriate investment instruments.
Performance of operational management, measured against budgets and other measurement
criteria, is regularly appraised for timely corrective action, when deemed appropriate.
|
| |
- Operational risk which includes operational
effectiveness and efficiency, safeguarding of assets, compliance
with relevant laws and regulations, reliability and integrity of
reporting, effective operational risk management, human resource
risk, technology risks, business continuity and risk funding. Various
operational risks are monitored by M&I as part of the agreement
with that service company. This includes human resource risks,
information technology risks, treasury risk and certain pure risks.
|
| The Board has documented and implemented a comprehensive risk management
system, which incorporates continuous risk assessment, evaluation,
and internal control embedment. |
| |
| The Enterprise-wide Risk Management system applicable to the Company
is as follows: |
- Group risk analysis
The purpose of the group risk analysis is to reconfirm and update the group’s
consolidated risk profile. This ensures that the residual risk profiles (risk
post internal control) by investment, and in total, remain within the risk
tolerances set by the Board and that new emerging risks are identified and
timely responded to.
- Activity risk analysis
The activity risk assessment further refines the Company’s risk assessment
at key activity level relevant to the achievement of objectives and ensures
that risk management initiatives are duly prioritised and resourced.
- Operational risk management
The Board influences the control environment by setting ethical values and
organisational culture while ensuring that management styles, delegated
authorities, business plans and management competency are appropriate,
effective and efficient.
|
| |
Operational risks are managed mainly by means of internal control.
This is a process designed to provide reasonable assurance regarding
the achievement of organisational objectives and to reduce the possibility
of loss or misstatement to within accepted levels. The effectiveness
of risk management is measured by the level of reduction of the Company’s
cost of risk. |
| |
|
| |
Risk management principles along with internal controls are embedded
in the daily activities of the Company. An automated risk management
tool, Risk Minimiser®, supports this process and delivers self-assessment
functionality to line managers by translating controls, benchmarked
and linked to key performance indicators, into daily activity lists. |
| |
|
| |
The system supports the values of transparency, mutual respect
and accountability. Key outputs from the system include: |
|
- Assurance regarding compliance with key controls
- Exception reporting regarding control deviations
- Real-time risk profiles based on validated data
- Cost of risk and incident monitoring
- Electronic distribution of all relevant policies, procedures,
laws and practices from centrally updated databases
- Automated communication and tracking of control enhancement activities
|
| |
|
| |
This system furthermore caters for control self-assessment criteria
where senior management, serving in non-executive director capacities
at investee boards, render additional assurance that proper risk
management and governance practices are effected in those entities. |
| |
|
| |
Management structures have been established to focus on certain
key risk activities, including safety, health, environment, security,
tax and risk funding. |
| |
|
- Treasury risk
VenFin uses the treasury services of M&I and V&R Management
Services AG to manage interest rates, liquidity, compliance and
currency risks globally.
|
| |
A treasury committee, constituted of nominated executive directors
and senior management, is responsible for determining policy and
procedures as well as clearly defined levels of responsibility. Regular
feedback is given to the Board. |
| |
|
- Risk funding
Risk funding is focused strategically on a self
insurance methodology aimed at reducing the group’s
cost of risk, save for those risks which cannot be cost
beneficially controlled or have potential catastrophic
exposures.
|
- Integrated assurance
The Board does not only rely on the adequacy of the control embedment process
but regularly receives and considers reports on the effectiveness of risk management
activities. The Audit and Risk Committee ensures that the assurance functions
of management as well as internal and external audit are sufficiently integrated.
|
| |
The various assurance providers to the Board comprise the following: |
| |
- The Executive Committee and senior management consider the Company’s
risk strategy and policy along with the effectiveness and efficiency
thereof.
- The Audit and Risk Committee focuses on reviewing the adequacy
of risk management strategies, systems of internal control,
risk profiles, legal compliance, internal and external audit reports
and also reviews the independence of the auditors, the extent
and nature of their engagements, coverage and findings.
|
| |
This committee also ensures, by means of review and enquiry, the
effectiveness of audit and risk committees established in entities
invested in. |
| |
|
| |
This committee also reviews the level of disclosure in the annual
reports and the appropriateness of policies adopted by management,
the fraud register and other loss incidents reported. |
| |
|
| |
The Board reviews the functionality of the Audit and Risk Committee
against its charter. |
| |
|
| |
INTERNAL AUDIT |
| |
The Company has an internal audit function, which has been outsourced
to M&I’s Risk Management and Internal Audit department.
It is an effective independent appraisal function and employs a risk-based
audit approach, formally defined in accordance with the Institute
of Internal Auditors’ definition of internal auditing and documented
in a charter approved by the Board. The head of this department has
direct access to the chairman of the Audit and Risk Committee as
well as to the chairman of the group. |
| |
|
| |
EXTERNAL AUDIT |
| |
The Company’s external auditors attend all Audit and Risk
Committee meetings and have direct access to the chairman of the
Audit and Risk Committee. Their audit coverage is adequately integrated
with the Internal Audit functions without their scope being restricted. |
| |
|
| |
Other services provided by the auditing firm mainly relate to
tax matters and are effected by a department independent of the audit
partners. Independence is further assured by terms of appointment. |
| |
| The Audit and Risk Committee has reviewed the risk management programmes
and systems of internal control of the Company and its subsidiaries
for the financial year to 30 June 2005. The directors are of the
opinion that, based on inquiries made and the reports from the internal
and external auditors, the risk management programmes and systems
of internal control were effective for the period under review. |
| |
DEALINGS IN SECURITIES |
| |
In accordance with the Listings Requirements of the JSE, the
Company has adopted a code of conduct for insider trading. During
the closed period directors and designated employees are prohibited
from dealing in the Company’s securities. During open periods
directors and personnel may only deal in the Company’s securities
with the approval of the chairman or the chief executive officer.
The closed period endures from the end of a financial reporting
period until the publication of financial results for that period.
Additional closed periods may be declared from time to time if
dictated by special circumstances.
|
| |
JSE-SRI INDEX |
| |
| VenFin, as part of its Corporate Governance Accreditation process,
chose to participate in the JSE-SRI Index. Since its inception, VenFin
has qualified in terms of the specified accreditation criteria. |
| |
ACCESS TO INFORMATION |
| |
| VenFin complies with the regulations of the Promotion of Access
to Information Act (Act No 2 of 2000), which ensure the constitutional
right of access to information required for the exercising or protection
of rights. |
| |
DIRECTORS’ EMOLUMENTS |
The emoluments of directors for the year ended
30 June 2005 were as follows
(Refer to note
20): |
| |
|
2005 |
|
|
2004 |
|
| |
|
Non- |
|
|
Non- |
|
| |
Executive |
executive |
Total |
Executive |
executive |
Total |
| |
R’000 |
R’000 |
R’000 |
R’000 |
R’000 |
R’000 |
| Fees |
300 |
1 490 |
1 790 |
220 |
1 078 |
1 298 |
| Salaries |
5 239 |
1 950 |
7 189 |
5 159 |
1 975 |
7 134 |
| Retirement fund contributions |
1 106 |
482 |
1 588 |
1 073 |
463 |
1 536 |
| Short-term bonus |
2 040 |
|
2 040 |
|
|
|
| Medical contributions |
69 |
55 |
124 |
62 |
50 |
112 |
| Car allowance |
286 |
185 |
471 |
286 |
185 |
471 |
| |
9 040 |
4 162 |
13 202 |
6 800 |
3 751 |
10 551 |
| VenFin Share Scheme |
|
|
|
|
|
|
| Long-term bonus scheme |
9 160 |
|
9 160 |
2 238 |
|
2 238 |
| Deferred purchase scheme |
|
1 007 |
1 007 |
|
|
|
| |
18 200 |
5 169 |
23 369 |
9 038 |
3 751 |
12 789 |
| |
|
Salaries |
|
|
Salaries |
|
| |
Fees |
and other |
Total |
Fees |
and other |
Total |
| |
R’000 |
R’000 |
R’000 |
R’000 |
R’000 |
R’000 |
| Paid by: |
|
|
|
|
|
|
| The Company |
1 040 |
|
1 040 |
748 |
– |
748 |
| Subsidiary company |
|
9 160 |
9 160 |
748 |
– |
748 |
| Management company |
750 |
11 412 |
12 162 |
550 |
11 491 |
12 041 |
| VenFin Share Scheme |
|
1 007 |
1 007 |
|
|
|
| |
1 790 |
21 579 |
23 369 |
1 298 |
11 491 |
12 789 |
|
| |
| Year ended 30 June 2005 |
| |
|
|
|
Short- |
|
|
|
| |
|
Retirement |
term |
Medical |
Car |
2005 |
| |
Fees |
Salaries |
fund |
bonus |
contribution |
allowance |
Total |
| |
R’000 |
R’000 |
R’000 |
R’000 |
R’000 |
R’000 |
R’000 |
| Executive |
|
|
|
|
|
|
|
| Jannie Durand (1) |
150 |
1 414 |
315 |
540 |
38 |
83 |
2 540 |
| Josua Malherbe |
150 |
3 825 |
791 |
1 500 |
31 |
203 |
6 500 |
| Subtotal |
300 |
5 239 |
1 106 |
2 040 |
69 |
286 |
9 040 |
Non-executive
(non-independent) |
|
|
|
|
|
|
|
| Piet Beyers (3) |
150 |
464 |
124 |
|
17 |
42 |
797 |
| Jan Dreyer (1)(3) |
150 |
486 |
128 |
|
19 |
42 |
825 |
| Johann Rupert (2)(3) |
150 |
1 000 |
230 |
|
19 |
101 |
1 500 |
| Subtotal |
450 |
1 950 |
482 |
|
55 |
185 |
3 122 |
Non-executive
(independent) |
|
|
|
|
|
|
|
| G T Ferreira (2) |
170 |
|
|
|
|
|
170 |
| John Newbury (1) |
230 |
|
|
|
|
|
230 |
| Elias Links |
150 |
|
|
|
|
|
150 |
| Anthony Fletcher (1) |
190 |
|
|
|
|
|
190 |
| Mike Bosman |
150 |
|
|
|
|
|
150 |
| Liesbeth Botha |
150 |
|
|
|
|
|
150 |
| Total |
1 790 |
7 189 |
1 588 |
2 040 |
124 |
471 |
13 202 |
|
|
| |
| The emoluments of directors for the year ended 30 June 2004 were
as follows (Refer to note 20): |
| |
| Year ended 30 June 2004 |
| |
|
|
|
Short- |
|
|
|
| |
|
|
Retirement |
term |
Medical |
Car |
2004 |
| |
Fees |
Salaries |
fund |
bonus |
contribution |
allowance |
Total |
| |
R’000 |
R’000 |
R’000 |
R’000 |
R’000 |
R’000 |
R’000 |
| Executive |
|
|
|
|
|
|
|
| Jannie Durand (1) |
110 |
1 290 |
282 |
– |
35 |
83 |
1 800 |
| Josua Malherbe |
110 |
3 869 |
791 |
– |
27 |
203 |
5 000 |
| Subtotal |
220 |
5 159 |
1 073 |
– |
62 |
286 |
6 800 |
| |
|
|
|
|
|
|
|
Non-executive
(non-independent) |
|
|
|
|
|
|
| Piet Beyers (3) |
110 |
458 |
114 |
– |
14 |
42 |
738 |
| Jan Dreyer (1)(3) |
110 |
476 |
119 |
– |
18 |
42 |
765 |
| Johann Rupert (2)(3) |
110 |
1 041 |
230 |
– |
18 |
101 |
1 500 |
| Subtotal |
330 |
1 975 |
463 |
– |
50 |
185 |
3 003 |
| |
|
|
|
|
|
|
|
| Non-executive (independent) |
|
|
|
|
|
|
|
| G T Ferreira (2) |
126 |
|
|
|
|
|
126 |
| John Newbury (1) |
171 |
|
|
|
|
|
171 |
| Elias Links |
110 |
|
|
|
|
|
110 |
| Anthony Fletcher (1) |
121 |
|
|
|
|
|
121 |
| Mike Bosman |
110 |
|
|
|
|
|
110 |
| Liesbeth Botha |
110 |
|
|
|
|
|
110 |
| Subtotal |
748 |
|
|
|
|
|
748 |
| Total |
1 298 |
7 134 |
1 536 |
– |
112 |
471 |
10 551 |
|
|
| |
VenFin SHARE SCHEME |
| |
| Deferred purchase scheme (2005) |
| Current status |
| – Ordinary shares |
|
|
|
|
|
|
Share |
|
|
|
Balance |
|
|
|
|
price on |
|
Balance |
|
of |
|
|
Number |
Date of |
date of |
|
of |
|
shares |
|
|
of |
pay- |
pay- |
In- |
shares |
|
accepted |
Shares |
|
shares |
ment |
ment |
crease |
accepted |
|
as at |
accepted |
Offer |
paid |
and |
and |
in |
as at |
|
30 June |
during |
price |
and |
delivery |
delivery |
value* |
30 June |
| Participant |
2004 |
the year |
(Rand) |
delivered |
of shares |
(Rand) |
R’000 |
2005 |
| Executive |
|
|
|
|
|
|
|
|
| Jannie |
|
|
|
|
|
|
|
|
| Durand |
754 717 |
– |
15.90 |
– |
|
|
|
754 717 |
|
201 342 |
– |
14.90 |
– |
|
|
|
201 342 |
|
|
142 789 |
21.01 |
– |
|
|
|
142 789 |
| Josua |
|
|
|
|
|
|
|
|
| Malherbe |
1 216 235 |
– |
15.90 |
– |
|
|
|
1 216 235 |
|
|
211 615 |
21.01 |
– |
|
|
|
211 615 |
|
|
|
|
|
|
< | |
Corporate
Governance