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Amendments To The Appointment Of Non-Executive Directors Policy - ACSA
Airports Company South Africa SOC Limited
(Incorporated in the Republic of South Africa)
(Registration number 1993/004149/30)
(“ACSA”) or (“the Company”)
AMENDMENTS TO THE APPOINTMENT OF NON-EXECUTIVE DIRECTORS
POLICY
In accordance with paragraph 7.8 of the JSE Debt Listings
Requirements, noteholders are hereby advised of the following
amendments to the Appointment of Non-Executive Directors Policy,
effective from 26 June 2023:
Page Amendment
Page 4-5 Paragraph 2.2 - The following provisions have been
inserted:
The policy aims to ensure that suitable candidates
with relevant skills, experience and knowledge are
appointed. The Human Resources, Remuneration and
Nominations Committee is mandated to assist the Board
in ensuring that shareholders nominate/appoint
candidates with relevant skills, experience, and
knowledge. The Committee is required to:
2.2.1 Annually review the composition of the
Board against the Company’s MOI,
Companies Act, JSE Debt Listing
Requirements and King IV.
2.2.2 Perform a needs assessment of the current
Board skills, experience and
expertise, gender, age, and independence
and those required in the future
to ensure effectiveness of the Board.
2.3 The Board shall ensure the proper rotation of
directors in line with the Company’s MOI.
2.4 The Company Secretary shall:
2.4.1 Prepare the letter of service which shall
include, amongst others, duties of
directors and obligations, tenure,
remuneration and liability insurance.
2.4.2 Ensure that all relevant statutory
documentation is completed by the new
director and lodged with respective
regulators, if applicable.
2.4.3 Ensure that the appointment of the new
director is tabled at the next AGM for
election by the Company’s shareholders,
where applicable.
Page 8 4.4 Non-Executive Director Appointment
The “cooling-off” period has been changed from twelve
months to five years.
Page 9 4.4 – the following paragraphs have been inserted:
• The non-executive directors shall be appointed
for a period of 3 (three) years at a time,
subject to retirement by rotation at an Annual
General Meeting and may be available for re-
appointment on the expiration of the term,
provided that no person shall be appointed as a
non-executive Director for longer than 2 (two)
consecutive terms.
• The executive directors shall be appointed for
a period of 5 (five) years at a time and may be
re-appointed on the expiration of their
respective terms.
Page 13 5. Process for Monitoring
Disclaimer: the following words have been inserted
at the end of the sentence:
and on the website of the Company.
Page 4.8
13 Appointment of the Chief Executive Officer
The following paragraphs have been inserted:
Executive appointments are critical to business
success and an important element of corporate
governance. The appointment of the Chief Executive
Officer is one of the most important decisions made
by the Board given the impact the appointment shall
have on the Company’s culture and ability to attract
a high performing executive team, as well as being
key to driving shareholder value.
The Human Resources, Remuneration and Nominations
Committee shall:
• Ensure that the offer of employment to the
candidate is attractive.
• Recommend the terms and conditions of the
appointment, including remuneration, to the Board
for approval.
Page 13 4.9 Appointment of the Chief Financial Officer
The following paragraphs have been inserted:
The Chief Financial Officer, in accordance with
his/her contract of employment,
reports to the Chief Executive Officer.
The Human Resources, Remuneration and Nominations
Committee shall:
• Ensure that the offer of employment to the
candidate is attractive.
• Recommend the terms and conditions of the
appointment, including remuneration, to the Board
for approval.
Page 14 The following paragraph has been inserted:
4.10 Induction
Directors have a responsibility to acquaint
themselves with their fiduciary duties and
responsibilities, as well as with matters pertaining
to the operations and business environment of the
Company so that they are able to fulfil their
obligations. Pursuant to their appointment, all
directors shall be offered an induction programme to
familiarise them with the Company’s strategy and
business and shall be furnished with copies of past
packs of Board and Board Committee meetings. The
induction programme includes meetings with the
Chairman of the Board, CEO and CFO.
The Policy can be viewed on the following link:
https://www.airports.co.za/business/investor-
relations/investor-information
Johannesburg
26 June 2023
Debt Sponsor
The Standard Bank of South Africa Limited
Date: 26-06-2023 05:00:00
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