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Changes to the board of directors
INSIMIBI INDUSTRIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2002/029821/06)
Share code: ISB
ISIN: ZAE000116828
(“Insimbi” or the “Company”)
CHANGES TO THE BOARD OF DIRECTORS
1. INTRODUCTION
1.1. Shareholders are referred to the announcement released on SENS on
19 January 2023, in which it was advised that Ms Ingiphile Pamela Mogotlane resigned
as a non-executive director from the board of directors of the Company (“Board”), as
a member of the Company’s audit and risk committee (“Audit and Risk Committee”)
and as the chairperson of the Company’s social, ethics and transformation committee
(“Social and Ethics Committee”), following the end of her tenure as a representative
of a material shareholder of Insimbi.
1.2. Following Ms Mogotlane’s resignation, the remuneration and nominations committee
of the Company (“Nominations Committee”) evaluated and considered the suitability
of the composition and size of the Board. The Nominations Committee concluded and
was satisfied that, given the combined knowledge, skills and expertise of the
management teams and the directors of the Company and its operating subsidiaries
(collectively, the “Group”), a smaller and more streamlined Board, as detailed below,
will be more suited to the Group and will be able to fulfil its obligations and discharge
its governance responsibilities effectively and efficiently.
1.3. To uphold the good corporate governance practices of the Group and to maintain the
balanced composition and level of independence of the Board, in compliance with the
applicable corporate governance requirements and recommendations, the
Nominations Committee made certain recommendations regarding the composition of
the Board and board committees of the Company, as set out below.
1.4. The Board herewith wishes to advise shareholders, in accordance with paragraph 3.59
of the JSE Listings Requirements, of the following changes to the Board, the Audit and
Risk Committee and the Social and Ethics Committee:
2. CHANGES TO THE BOARD
2.1. Mr Christiaan Coombs has agreed to step down as an executive director of the
Company, with effect from 6 February 2023. He will however remain the chief
executive officer of the Amalgamated Metals Recycling (“AMR”) group and continue to
focus on growing the AMR business within the larger Insimbi Group.
2.2. The Board would like to thank Mr Coombs for his valuable contribution and continued
commitment to the Group.
2.3. As of 6 February 2023, the Board accordingly comprises of the following directors:
Mr Frederick Botha: Executive director and chief executive officer;
Ms Nadia Winde: Executive director and chief financial officer;
Mr Robert Ian Dickerson: Independent non-executive director and
chairperson of the Board;
Mr Nelson Mwale: Non-executive director; and
Ms Cleopatra Salaphi Ntshingila: Independent non-executive director.
3. CHANGES TO THE AUDIT AND RISK COMMITTEE
3.1. Mr Mwale, a non-executive director of the Company, has been appointed as a member
of the Audit and Risk Committee, with effect from 6 February 2023.
3.2. Following his appointment, the Audit and Risk Committee will comprise of the following
members:
Ms Ntshingila (chairperson);
Mr Mwale (member); and
Mr Dickerson (member).
4. CHANGES TO THE SOCIAL AND ETHICS COMMITTEE
4.1. Mr Dickerson, an independent non-executive director of the Company, has been
appointed as a member of the Social and Ethics Committee, with effect from
6 February 2023.
4.2. Ms Ntshingila, an independent non-executive director of the Company and an existing
member of the Social and Ethics Committee, has been appointed as the chairperson
of the Social and Ethics Committee, with effect from 6 February 2023.
4.3. Following the appointments set out above, the Social and Ethics Committee will
comprise of the following members:
Ms Ntshingila (chairperson);
Ms Winde (member); and
Mr Dickerson (member).
Johannesburg
7 February 2023
Sponsor
PSG Capital
Date: 07-02-2023 11:50:00
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