Wrap Text
Notice of a General Meeting of Shareholders
PPC LIMITED
Incorporated in the Republic of South Africa
(Registration No: 1892/000667/06)
JSE/ZSE share code: PPC
ISIN code: ZAE000170049
(“PPC”) or (the “Company”)
NOTICE OF GENERAL MEETING OF SHAREHOLDERS
Further to the announcement dated 31 October 2014, PPC shareholders are
advised that the Company will hold a General Meeting (“GM”) on Monday, 8
December 2014, as detailed in the Notice of General Meeting below.
Notice of a General Meeting
Notice is hereby given to PPC Shareholders that a General Meeting of PPC
Shareholders will be held at 10:00 at the Michelangelo Hotel, L’Incontro
Ballroom, 135 West Street, Nelson Mandela Square, Sandton, Gauteng on Monday
8 December 2014, for the purpose of considering and, if deemed fit, passing,
with or without modification, the ordinary resolutions set out below.
This is a meeting arising from a requisition issued on 23 October 2014
attached herewith as Annexure A (the “Requisition”) by the following
companies (the “Requisitionists”):
• Foord Asset Management (Pty) Ltd (8.60% of the voting rights in the
company*);
• Visio Capital Management (Pty) Ltd (1.68% of the voting rights in the
company*); and
• Nedbank Private Wealth (Pty) Ltd (0.08% of the voting rights in the
company*).
*As supplied by the Requisitionists.
In accordance with an order obtained from the High Court on 4 November 2014,
a printed notice of meeting will not be sent to shareholders by post.
Instead shareholders must obtain a copy of the full notice from PPC’s
website www.ppc.co.za.
RECORD DATE
The board of directors of the Company (the “board”) has, in terms of section
59(1)(b) of the Act, set the record date, for purposes of determining which
shareholders of the Company are entitled to participate in and vote at the
meeting, as at Friday, 28 November 2014 and the last day to trade is 21
November 2014. Accordingly, only shareholders who are registered in the
register of members of the Company on Friday 28 November 2014 will be
entitled to participate in and vote at the meeting.
ORDINARY RESOLUTION 1 – TO REMOVE ALL THE CURRENT DIRECTORS OF THE COMPANY
“Resolved in terms of section 71 of the Companies Act no 71 of 2008 (“the
Act”) to remove all of the current directors of the Company being:
• B Sibiya (Chairman) – Appointed November 2008
• D Castle – Appointed October 2014
• Z Kganyago – Appointed October 2007
• N Langa-Royds - Appointed October 2007
• P Malungani – Appointed February 2009
• S Mhlarhi – Appointed March 2012
• B Modise – Appointed December 2010
• T Moyo – Appointed November 2013
• T Ramano – Appointed August 2011
• T Ross – Appointed July 2008
• J Shibambo – Appointed May 2005.”
The Curricula vitae of the directors mentioned above appear in ANNEXURE B to
this notice.
The reason for Ordinary Resolution 1 is that the Requisitionists have
demanded that a meeting be called to “consider a proposal to adopt an
ordinary resolution in terms of section 71 of the Act to remove all of the
current directors of the Company”.
As can be seen from Annexure A, the Requisitionists have given as their
reason for Ordinary Resolution 1 that:
“the current board needs to be replaced with a functional board with
the correct expertise to run the Company and that this needs to be
done as soon as possible in order to restore continuity to the
operations and strategy of the Company and is in the best interest of
all stakeholders including shareholders and employees”.
The Requisitionists have given no explanation whatever why they allege
that –
1. The current board is “not functional”.
This allegation is strongly denied but since no detail has been given
of the respects in which the Requisitionists allege that the current
board is not functional, it is impossible for the board to give a
specific response to this general allegation save to say that the
board is carrying out its duties appropriately and fully.
The board has played a key role in informing and defining the current
strategies which are changing the nature of the Company from a South
African centric cement producer into a leading emerging markets
building materials supply business. The board has also overseen the
execution of these strategies since 2011.
The board has always insisted on high standards of corporate
governance, and has therefore ensured that management provides the
board with good and proper information on which to base its
decisions.
The allegation that the Board is “not functional”, surfaced for the
first time, only after Mr Gordhan resigned on 22 September 2014, when
he embarked on an extensive media campaign to be reinstated as the CEO
of the Company.
2. The current board does not have the “correct expertise to run the
Company”.
The Requisitionists have chosen not to give any details for this bald
and unsubstantiated allegation. It is therefore impossible for the
current board to respond, save to state that in the first requisition
dated 8 October 2014, (the “Original Requisition”), it was proposed
that 4 specific directors of the current board be re-elected. This
Original Requisition was subsequently withdrawn. Clearly at that
stage some directors were therefore considered to have the correct
expertise. Why then should that have changed in a period of 3 weeks
when the second requisition was submitted. The Requisitionists do not
explain.
The individual board members have multi-disciplinary skills which are
complementary and lead to robust and effective board deliberations.
The board has always carried out its duties with due care, skill and
diligence, being cognisant at all times that its duty is to do what is
in the best interest of the Company as a whole. A board is not a
static body and evolves over time. New skills and capabilities are
introduced to the board as thought appropriate from time to time. The
Board continuously assesses its membership to ensure correct
expertise; this is evidenced by the recent appointments of Mr Todd
Moyo and Mr Darryll Castle who bring invaluable Africa experience to
the board.
3. There is “no continuity as regards the strategy of the Company”.
That is strongly denied and shareholders should note the following
facts with regard to the Company’s Africa strategy.
The Company’s Africa’s strategy had its genesis in the acquisition of
PPC Zimbabwe Limited, from Anglo American in 2001.
In 2011 the Company launched a new vision: “To grow PPC into a leading
emerging-market business”. This was a new strategy to carefully and
deliberately grow PPC’s geographical footprint into other emerging
markets and to expand its activities to other economic regions with
higher growth potential. Accordingly, a dedicated business
development team led by the then CFO, Peter Esterhuysen, was
established. The team’s immediate focus was on opportunities in sub-
Saharan Africa. The board also assumed a key role through the deal
committee which was established to assist the board with approval of
new projects and acquisitions.
Prior to the appointment of Mr Gordhan as CEO, the Company had already
achieved the following milestones in pursuit of its African strategy:
• The Company had unsuccessfully bid for a state owned cement
producer in the DRC in October 2011. The DRC relationships
established during the failed bid process ultimately resulted in
the current DRC project.
• In July 2012 PPC and South Africa’s Industrial Development
Corporation (IDC) jointly secured a 47% shareholding in Habesha
Cement Share Company (HCSCo) of Ethiopia. Subsequently, the PPC
shareholding has been increased to a majority shareholding in
HCSCo in November 2014.
• The Company acquired a 51% shareholding in Cimerwa Limited
(Rwanda) in December 2012.
The Company is proceeding with the execution of the stated strategy
and driving operational excellence in a professional manner.
The growth momentum of the Company remains on track with signed EPC
contracts for the four projects in Rwanda, DRC, Ethiopia and Zimbabwe.
The funding for these projects has also been secured and construction
is underway.
• The project in Rwanda is 90% complete. Busi Legodi is the CEO and
has 18 years’ experience with PPC.
• In Zimbabwe, Njombo Lekula serves as CEO and has 20 years’
experience with PPC.
• In Ethiopia, the expansion project is progressing well against
targets and timelines.
• In the DRC, the project is progressing well and the Company has
established a trading operation on the ground in order to
understand the market dynamics better.
Notwithstanding the complications brought about by the
Requisitionists, the board is progressing well with the identification
of a new CEO for the Company. The board remains committed to
recruiting and appointing a suitable CEO as a matter of urgency.
4. The Requisitionists proposal is in the “best interests of all
stakeholders”.
It can clearly not be in the best interest of all stakeholders to lose
the entire institutional memory of the current board members, who
between them have about 36 years of tenure on the board. This could
lead to destabilizing the Company and its customers, put some of its
expansion plans in Africa under pressure and impact upon staff morale.
The board continues to support all staff, social and welfare
initiatives.
The Original Requisitionists were advised that none of the existing
board was prepared to serve if Mr Ketso Gordhan were to return as CEO.
The fact that none of the current directors (bar Mr Castle who was not
a director at the time of the Original Requisition) have been
proposed for re-election in terms of the current Requisition, must be
taken as an indication that if Ordinary Resolution 1 is successful, it
is the intention that Mr Ketso Gordhan be reinstated as CEO.
The current board unanimously maintains that Mr Gordhan should not be
reinstated in his position as CEO for the following reasons:
• The trust relationship with the board finally broke down, as the
CEO’s resignation in September 2014 was the second occasion in
his 20 month tenure that he had threatened to resign and
resigned.
• This breakdown in trust was further exacerbated by the behavior
of the former CEO, particularly his disregard for complying with
the terms of his Resignation agreement immediately following his
resignation.
• By running a self-serving media campaign to be reinstated as the
CEO of the Company, he has not acted in the best interests of the
Company nor has he complied with his continuing fiduciary duties
as a former director.
It is disingenuous of the Requisitionists not to make their position
clear to shareholders regarding the reinstatement of Mr Gordhan, when
those shareholders are being asked to vote in an almost entirely new
board seemingly solely for that purpose.
It is telling that one of the Original Requisitionists (and not a
signatory of the current Requisition) advised the Company that:
“Following your response this morning which indicates that “if Mr
Ketso Gordhan returns as CEO of the Company, none of the existing
board members will be willing to serve”, we hereby wish to inform
you that we have concluded that it is in our clients’ best
interests to withdraw our support for the letter referred to
“Demand to Call a Meeting of Shareholders” dated 9 October 2014”;
For Ordinary Resolution 1 to be passed, votes in favour of the resolution
must represent more than 50% of the voting rights exercised at the meeting.
If Ordinary resolution 1 fails, the remainder of resolutions 2 to 11 will
not be proposed.
ORDINARY RESOLUTION 2 – APPOINTMENT OF DARRYLL CASTLE
“Resolved to appoint Mr Darryll Castle as a director to the board of the
Company.”
The reason for Ordinary Resolutions 2-11 is to comply with the
Requisitionists’ demands concerning the election of the nominees put forward
by them. Attached, as ANNEXURE C, is the information given by the
Requisitionists concerning their nominees.
For this resolution to be passed, votes in favour of the resolution must
represent more than 50% of the voting rights exercised at the meeting in
respect of Ordinary Resolution 2.
ORDINARY RESOLUTION 3 – APPOINTMENT OF KLAAS PAULUS PIETER MEIJER (PEPE
MEIJER)
“Resolved to appoint Mr Klaas Paulus Pieter Meijer (Pepe Meijer) as a
director to the board of the Company.”
For this Resolution to be passed, votes in favour of the resolution must
represent more than 50% of the voting rights exercised at the meeting in
respect of Ordinary Resolution 3.
ORDINARY RESOLUTION 4 – APPOINTMENT OF KESHAN PILLAY
“Resolved to appoint Mr Keshan Pillay as a director to the board of the
Company.”
For this Resolution to be passed, votes in favour of the resolution must
represent more than 50% of the voting rights exercised at the meeting in
respect of Ordinary Resolution 4.
ORDINARY RESOLUTION 5 – APPOINTMENT OF KETSO GORDHAN
“Resolved to appoint Mr Ketso Gordhan as a director to the board of the
Company.”
For this Resolution to be passed, votes in favour of the resolution must
represent more than 50% of the voting rights exercised at the meeting in
respect of Ordinary Resolution 5.
ORDINARY RESOLUTION 6 – APPOINTMENT OF CLAUDIA MANNING
“Resolved to appoint Ms Claudia Manning as a director to the board of the
Company.”
For this Resolution to be passed, votes in favour of the resolution must
represent more than 50% of the voting rights exercised at the meeting in
respect of Ordinary Resolution 6.
ORDINARY RESOLUTION 7 – APPOINTMENT OF GESINA TRIX COETZER
“Resolved to appoint Ms Gersina Trix Coetzer as a director to the board of
the Company.”
For this Resolution to be passed, votes in favour of the resolution must
represent more than 50% of the voting rights exercised at the meeting in
respect of Ordinary Resolution 7.
ORDINARY RESOLUTION 8 – APPOINTMENT OF NOMPUMELELO PEARL- PETRINA SISWANA
“Resolved to appoint Ms Nompumelelo Pearl – Petrina Siswana as a director to
the board of the Company.”
For this Resolution to be passed, votes in favour of the resolution must
represent more than 50% of the voting rights exercised at the meeting in
respect of Ordinary Resolution 8.
ORDINARY RESOLUTION 9 – APPOINTMENT OF ITUMELENG DLAMINI
“Resolved to appoint Ms Itumeleng Dlamini as a director to the board of the
Company.”
For this Resolution to be passed, votes in favour of the resolution must
represent more than 50% of the voting rights exercised at the meeting in
respect of Ordinary Resolution 9.
ORDINARY RESOLUTION 10 – APPOINTMENT OF BOBBY GODSELL
“Resolved to appoint Mr Bobby Godsell as a director to the board of the
Company.”
For this Resolution to be passed, votes in favour of the resolution must
represent more than 50% of the voting rights exercised at the meeting in
respect of Ordinary Resolution 10.
ORDINARY RESOLUTION 11 – APPOINTMENT OF PETER GIL NELSON
“Resolved to appoint Mr Peter Gil Nelson as a director to the board of the
Company.”
For this Resolution to be passed, votes in favour of the resolution must
represent more than 50% of the voting rights exercised at the meeting in
respect of Ordinary Resolution 11.
VOTING AND PROXIES
On a show of hands, every PPC Shareholder present in person or represented
by proxy, entitled to vote at the General Meeting, shall have one vote and,
on a poll, every PPC Shareholder entitled to vote at the General Meeting
shall have one vote for each PPC Ordinary Share held or represented. The
Requisitionists have demanded that all the votes be taken by a poll.
Shareholders’ attention is drawn to clause 22 of the company’s MOI dealing
with proxies, which clause includes a possible proxy form (which is on the
company’s website). The last date for returning proxies will be 10am on 4
December 2014.
Dematerialised Shareholders (other than Dematerialised “own name”
Shareholders) must advise their CSDP or Broker of their voting instructions
should they wish to be represented at the General Meeting. If, however, such
Shareholders wish to attend the General Meeting in person, they will need to
request their CSDP or Broker to provide them with the necessary letter of
representation in terms of the custody agreement entered into between the
Dematerialised Shareholder and the CSDP or Broker.
IDENTIFICATION
In terms of section 63(1) of the Companies Act, before any person may attend
or participate in the General Meeting, that person must present reasonably
satisfactory identification and the person presiding at the General Meeting
must be reasonably satisfied that the right of the person to participate and
vote at the General Meeting, either as a shareholder, or as a proxy for a
shareholder, has been reasonably verified. Forms of identification include
the presentation of a valid identity document, driver’s licence or passport.
ELECTRONIC PARTICIPATION BY SHAREHOLDERS
Should any PPC Shareholder (or a representative or proxy for a PPC
Shareholder) wish to participate in the General Meeting by way of electronic
participation, that PPC Shareholder should make an application in writing
(including details as to how the PPC Shareholder or its representative
(including its proxy) can be contacted) to so participate, to the Transfer
Secretaries, Link Market Services South Africa (Proprietary) Limited, 13th
floor Rennie House19 Ameshoff Street, Braamfontein, Johannesburg, 2001 (PO
Box 4844, Johannesburg, 2000) and for Zimbabwean PPC shareholders, Corpserve
(Private) Limited, 2nd floor, ZB Centre, corner First Street and Kwame
Nkrumah Avenue, Harare, Zimbabwe (PO Box 2208, Harare, Zimbabwe), by no
later than 1 December 2014.
The Company reserves the right not to provide for electronic participation
at the General Meeting in the event that it determines that it is not
practical to do so, or an insufficient number of PPC Shareholders (or their
representatives or proxies) request to so participate.
By order of the Board
Jaco Snyman
Company Secretary
7 November 2014
ANNEXURE A
THE REQUISITION:
DEMAND TO CALL A MEETING OF SHAREHOLDERS IN TERMS OF CLAUSE 19.3 OF
THE MOI OF PPC LIMITED ("THE COMPANY") AS READ WITH SECTION
61 (3) OF THE COMPANIES ACT NO. 71 OF 2008 ("THE ACT")
1. We, the undersigned, holding in aggregate at least 10% of the
voting rights of the Company, hereby demand that a general meeting
of shareholders of the Company be convened as soon as reasonably
possible for the following specific purpose:
1.1. to consider a proposal to adopt an ordinary resolution in
terms of section 71 of the Act to remove all of the current
directors of the Company;
1.2. subject to the ordinary resolution in 1.1 being passed, to
elect as replacement directors the persons identified in
Annexure "A" hereto, such persons being proposed and
nominated by us for election to the board in terms of
clause 25.7 of the Company's MOI ("the MOI"), such election
to be conducted in accordance with clauses 25.2 and 25.4 of
the MOI. The persons identified in Annexure "A" have all
confirmed their willingness in writing to stand for
election to the board.
2. Kindly note that we also hereby give notice that we demand that
the voting in respect of the above proposed resolution be
conducted by means of a polled vote in accordance with clause 21.3
of the MOI as read with section 63 (7) of the Act.
3. Our reason for demanding that a shareholders meeting be convened
for the above specific purpose is that we are of the opinion that
the current board needs to be replaced with a functional board
with the correct expertise to run the Company and that this needs
to be done as soon as possible in order to restore continuity to
the operations and strategy of the Company and is in the best
interest of all stakeholders including shareholders and employees.
[The Annexure “A” referred to in the requisition above is not included but
it contained the names of the nominees.]
ANNEXURE B
THE CURRICULA VITAE OF THE CURRENT DIRECTORS:
NAME: Bheki Lindinkosi Sibiya (56)
APPOINTED: November 2008
COMMITTEE MEMBERSHIP: Chairman the board, Chairman of the Nominations
Committee, Member of the Deal Committee. (Currently acting as the Executive
Chairman of PPC)
STATUS: Independent non-executive director (Currently acting as the
Executive Chairman of PPC)
QUALIFICATION AND EXPERIENCE: Bheki is chief executive of the Chamber of
Mines. He has worked in a number of South African blue-chip companies
including Ford Motor Company (human resources), SA Breweries (procurement,
logistics and human resources), Tongaat Hulett Sugar (director: human
resources) and Transnet (director: human resources). Bheki was a founding
chief executive of Business Unity South Africa, the most authoritative voice
of business in the country, and has served on a number of significant
national policy-formulating structures, such as the anti-corruption forum,
president’s working group with business and Africa peer review mechanism
council.
NAME: Darryll Castle (46)
APPOINTED: October 2014
COMMITTEE MEMBERSHIP: Member of the Deal committee and the Audit committee.
STATUS: Independent non-executive director
QUALIFICATION AND EXPERIENCE: Darryll holds B.Sc (Civil) and B Com degrees,
a Masters of Business Administration (MBA) and the Chartered Financial
Analyst (CFA) qualification. Through his extensive career he has accumulated
a broad range of experience and skills spanning the fields of corporate
management, fund management, financial analysis, mining and engineering.
He has extensive experience in the mining industry and until recently served
as Chief Executive Officer of Trafigura Mining Group and Anvil Mining
Limited; a company listed on the main board of the Toronto Stock Exchange
and on the Australian Stock Exchange. Darryll was a non-executive director
of Tiger Resources a company listed on the main board of the Toronto Stock
Exchange and on the Australian Stock Exchange. He has also occupied the
position of Chief Operations Officer at Metorex Group Limited. Darryll has
first-hand operations and projects experience on the African continent,
having worked in the DRC, Zambia, Angola and several other African
countries. He also has extensive international experience having run mining
companies operating on all continents. Darryll has had broad exposure to
the listed company environment and the related corporate governance aspects
thereof during his time as a fund manager and analyst.
NAME: Zibusiso Janice Kganyago (47)
APPOINTED: October 2007
COMMITTEE MEMBERSHIP: Member of the Audit committee and the Deal committee.
STATUS: Independent non-executive director
QUALIFICATION AND EXPERIENCE: Zibusiso Kganyago, is an Executive Director at
Tsogo Sun responsible for Property Development. She has been involved with
the development of various Tsogo Sun properties such as Montecasino in
Fourways (R1.7billion). She has served on the boards of the Johannesburg
Property Company and the Land Affairs Board.
She qualified with a Bachelor of Commerce Degree from the University of
Natal and has a Post Graduate Qualification in Property Planning,
Development and Management. She has been on a Business Development Program
at the Wharton School of Business in Pennsylvania and on an Executive
Development Program at the University of Nevada, Reno.
NAME: Nomalizo Beryl Langa-Royds (52)
APPOINTED: October 2007
COMMITTEE MEMBERSHIP: Chairman of the Remuneration Committee, Chairman of
the Social and Ethics committee, member of the Nominations Committee.
STATUS: Independent non-executive director
QUALIFICATION AND EXPERIENCE: She has over 27 years’ experience in the
human resources environment, gained as an executive and director of human
resources at Independent Newspapers Holdings Limited, SABC and the Bevcan
division of Nampak Limited. Ntombi is currently a non-executive director of
African Bank Limited (ABIL), Mpact Limited, and Murray and Roberts Holdings
Limited. She holds a BA Law ( NUL) and LLB (NUL).
NAME: Mangalani Peter Malungani (56)
APPOINTED: February 2009
COMMITTEE MEMBERSHIP: Chairman of the Deal Committee and member of the
Social and Ethics Committee.
STATUS: Non-executive director
QUALIFICATION AND EXPERIENCE: Peter is executive chairman and founder of
the Peu Group. After an early accounting career with Philips (SA), he
started his own business management consultancy in 1984 and investment group
Peu in 1996. He is chairman of Phumelela Gaming and Leisure, a director of
Investec Limited, Investec plc and certain Peu subsidiaries. Peter has also
held advisory positions in government and directorships in state-owned
enterprises.
NAME: Sydney Knox Mhlarhi (41)
APPOINTED: March 2012
COMMITTEE MEMBERSHIP: Member of the Remuneration committee and Deal
committee
STATUS: Non-executive director
QUALIFICATION AND EXPERIENCE: Sydney serves on the board as a
representative of the PPC consortium of strategic black partners. He is a
founder and director of Tamela Holdings (Pty) Limited and has over 15 years’
experience in investment banking. Sydney, a chartered accountant, completed
his articles at Ernst & Young in 1997 and is a member of the South African
Institute of Chartered Accountants’ education and examinations committee.
Sydney is, inter alia, a non-executive director of Assore Limited and
FLSmidth Roymec (Proprietary) Limited. He was a member of the Securities
Regulation Panel from 2004 to 2006.
NAME: Bridgette Modise (47)
APPOINTED: December 2010
COMMITTEE MEMBERSHIP: Chairman of the Risk and Compliance committee and
member of the Audit committee.
STATUS: Independent non-executive director
QUALIFICATIONS AND EXPERIENCE: Bridgette is the founder and CEO of Kutira
Capital, an investment holding company. Her qualifications and professional
development include BCompt (Hons), CA (SA), CIMA and GIBS leadership
development programme. She has a broad range of skills spanning over
finance, audit, risk management and corporate governance. She was a partner
at KPMG for ten years, till 2008. During her tenure at KPMG she offered
services that assisted organisations to effectively manage their business
risks by providing internal audit, risk management and corporate governance
services. She was an audit partner for various local and multinational
clients in the public and the private sectors. Other corporate experience
includes BASF, ABSA and KMMT.
Current directorships include Sun International, Tellabs South Africa,
Nestlife Assurance (Chairperson), Sugarberry Trading (Chairperson),
Finesse Global Ventures and Kanhym Estates(Chairperson of Audit and Risk
Committee). She is a member of various board committees (audit, risk,
social and ethics and remuneration). Professional memberships include The
South African Institute of Chartered Accountants and the Institute of
Directors.
NAME: Todd Moyo (56)
APPOINTED: November 2013
COMMITTEE MEMBERSHIP: Member of the Nominations committee
STATUS: Independent non-executive director
QUALIFICATION AND EXPERIENCE: Todd is chairman of PPC Zimbabwe Limited. He
is a member of both the Institute of Chartered Accountants in Zimbabwe and
the South African Institute of Chartered Accountants. His experience in
other disciplines includes sales, marketing and information technology and
he has attended a number of executive development programmes. Todd is
chairman and CEO of healthcare company Datlabs (Private) Limited and
chairman of National Foods Holdings Limited, both based in Zimbabwe. He is
also a director of other listed and unlisted companies. In his personal
capacity, he is a board member and trustee of institutions in the education
and health sectors and has supported several universities’ fund-raising
activities, and served on the local authority of Bulawayo’s valuation board
and development committees.
NAME: Mmakeaya Magoro Tryphosa Ramano (42)
APPOINTED: August 2011
STATUS: Chief financial officer
QUALIFICATION AND EXPERIENCE: Prior to joining PPC, Tryphosa was CEO of WIP
International (a subsidiary of WIPHOLD focused on African expansion). She
also served as the CFO of SAA, and prior to that, she was requested to join
National Treasury, where she set up a business unit with financial oversight
of state-owned entities. As Chief Director of this unit, she was
instrumental in listing Telkom on the Johannesburg and New York stock
exchanges. Under her leadership, PPC launched its maiden Domestic Medium
Term Note (“Bond”) programme with a total value of R6 billion which has been
instrumental in PPC’s expansion goals. She currently serves on the boards
of Airports Company of SA and Land Bank of SA as a Non-Executive Director
and Chairperson of both Audit Committees. Tryphosa is passionate about
development; this can be evidenced throughout her career. While at WIPHOLD,
she launched the WIPHOLD bursary scheme and at PPC, she championed the
launch of the PPC CA training programme and the PPC Women’s Forum. She
currently serves as the President of ABSIP (“Association of Black Securities
and Investment Professionals”) which has become widely recognised as an
influential force in the transformation of the Financial Sector. As
President of ABSIP she raised funds for the bursary programme which has
funded more than ten students since becoming President.
NAME: Timothy Dacre Aird Ross (70)
APPOINTED: July 2008
COMMITTEE MEMBERSHIP: Chairman of the Audit committee and member of the Risk
and Compliance committee and the Deal committee.
STATUS: Independent non-executive director (Lead independent director)
QUALIFICATION AND EXPERIENCE: Tim, a Chartered Accountant was a partner with
Deloitte & Touche for 36 years, retiring in 2008. He led the Johannesburg
audit practice and served on the executive as client service director as
well as the board and remuneration committees. Tim was the lead/advisory
partner for a number of multinational clients and headed the Deloitte &
Touche World Cup 2010 initiative. He is a director of Liberty Group, Eqstra
Holdings, Adcorp and Mpact, chairing the audit and actuarial committee of
Liberty and the audit committees of Eqstra, Adcorp and Mpact. He is also a
member of the risk committees of Liberty, Eqstra and Mpact and the
director’s affairs committee at Liberty.
NAME: Joe Shibambo (65)
APPOINTED: May 2005
COMMITTEE MEMBERSHIP: Member of the Remuneration Committee, Nominations
committee, Social and Ethics committee and Risk and Compliance committee.
STATUS: Independent non-executive director
QUALIFICATION AND EXPERIENCE: Joe is managing director of Hlamalane
Projects (Pty) Limited and has been in the construction industry for 32
years. He has extensive knowledge and experience of construction management,
project management, property development, rail construction and maintenance.
Through his organisation, he also assists the youth to acquire basic skills
and management principles for the construction industry. He was one of the
first property developers and the first contractor to develop and build a
shopping centre in Soweto. Joe is a member of the Construction Industry
Development Board and the South African Institute of Black Property
Professionals.
ANNEXURE C
CURRICULA VITAE OF THE NOMINATED DIRECTORS:
NAME: Darryll John Castle (46)
QUALIFICATION AND EXPERIENCE: Darryll holds B.Sc (Civil) and B Com degrees,
a Masters of Business Administration (MBA) and the Chartered Financial
Analyst (CFA) qualification. Through his extensive career he has accumulated
a broad range of experience and skills spanning the fields of corporate
management, fund management, financial analysis, mining and engineering. He
has extensive experience in the mining industry and until recently served as
Chief Executive Officer of Trafigura Mining Group and Anvil Mining Limited;
a company listed on the main board of the Toronto Stock Exchange and on the
Australian Stock Exchange. Darryll was a non-executive director of Tiger
Resources a company listed on the main board of the Toronto Stock Exchange
and on the Australian Stock Exchange. He has also occupied the position of
Chief Operations Officer at Metorex Group Limited. Darryll has first-hand
operations and projects experience on the African continent, having worked
in the DRC, Zambia, Angola and several other African countries. He also has
extensive international experience having run mining companies operating on
all continents. Darryll has had broad exposure to the listed company
environment and the related corporate governance aspects thereof during his
time as a fund manager and analyst.
NAME: Klaas Paulus Pieter Meijer (53)
QUALIFICATION AND EXPERIENCE: Pepe is currently the Managing director:
international at PPC. Pepe is a mechanical engineer (BEng) and holds BB&A
(Hons) and MBA degrees from the University of Stellenbosch. He previously
held the positions of executive group services, executive cement operations
and various other senior and general management roles across the cement and
lime divisions since joining PPC in 1988. Prior to that, he worked in the
gold mining industry, with the last appointment being as section engineer,
and in the fishing/processing/frozen-food industry as group projects
manager.
NAME: Keshan Pillay (46)
QUALIFICATION AND EXPERIENCE: Keshan holds BCom (UDW), Executive Development
Programme (WBS) and is a senior investment professional with significant
experience in the investing, structuring and financing of Corporate and
Black Economic Empowerment (“BEE”) transactions, including Management
Buyouts, Leveraged Finance and Mergers and Acquisitions. Keshan is also
well experienced in the arranging, underwriting and distributing of senior
and mezzanine debt instruments and has become a leading expert in BEE
finance. Keshan has a strong reputation in the market as a pre-eminent
financier of and advisor to BEE transactions. He is the CEO of Makalani
Holdings and Chairman of Eastvaal Motor Holdings (Pty) Ltd.
NAME: Ketan Gordhan (53)
QUALIFICATION AND EXPERIENCE: Ketso has been the CEO of PPC to September
2014. Prior to his appointment at PPC, he has been with The Presidency for
the Government of South Africa, Most recently, Ketso was with the presidency
for the government of South Africa, after almost 10 years as head of private
equity at FirstRand Financial Services Group, where he gained valuable
experience of the manufacturing environment.
Other successful roles in the public sector include the turnaround of the
City of Johannesburg’s financial performance as city manager (1999 to 2000)
and in-depth knowledge of the transport sector gained as director-general of
that national department (1994 to 1999). Ketso was a visiting fellow in
finance at the University of Pennsylvania, Wharton, USA.
Education includes:
University of Pennsylvania,Wharton, USA. Visiting Fellow Finance 1998
University of Sussex, UK. M.Phil in Development Studies
1987 - 1989
University of KwazuluNatal, SA. BA Political Studies and Sociology
1980 - 1983
NAME: Dr Claudia Manning (47)
QUALIFICATION AND EXPERIENCE: Claudia has a diverse set of skills, having
worked in a number of sectors and indifferent roles across the private,
parastatal and public sectors in South Africa over the past 25 years.
She has occupied many different roles in my professional life: served in an
advisory capacity, been a project manager in the public sector, an
investment officer in a development bank, an owner-manager of a start-up
business, and a managing director of a medium sized business. Her skills set
incorporate economic policy analysis and design, infrastructure investment
facilitation, project finance, commercial investment, and general
management. Her exposure to both the private and public sector provides her
with an ability to understand multiple perspectives, and to integrate
commercial considerations with development imperatives, essential to
crafting solutions to Southern Africa’s complex problems.
Claudia is currently on a sabbatical break from full time employment, and
performs ad-hoc consulting assignments.
NAME: Gesina Trix Coetzer (56)
QUALIFICATION AND EXPERIENCE: Trix is a highly accomplished and mature
finance executive. She is a financial director who is also skilled in
merchant banking and corporate finance. After completing her articles, Trix
was employed by Johann Rupert, the current Chairman of Richmond as a
Financial Controller and Personnel Manager for one of the FMCG companies he
owned. She has subsequently worked for a number of blue-chip companies in
Chief Financial/Financial Director roles in mining (Samancor, Ingwe/
BHPBilliton Coal); fast moving consumer goods (Simba and Foodcorp) and
financial services (ABSA). Her most recent roles at ABSA have been in the
Corporate and Merchant Bank. At the Merchant Bank she was the Deputy
Managing Director for a year. At ABSA Capital, she headed up the Corporate
Banking and Transaction unit and her last role at ABSA was Chief Operating
Officer, reporting to Rob Emslie, the Executive Director of ABSA Corporate
and Business Bank (ACBB). Trix played a pivotal role in the largest
leveraged buy-out seen in South Africa at the time when Pamodzi, Ethos and
the management of Foodcorp acquired ownership of the company. Sources
commented that she conceived the detail of this transaction and managed it
through all phases, the most difficult being managing the various
stakeholders. Her critical financial contribution in this instance was
negotiating finance for the LBO, tax structuring, planning future cash flows
and then restructuring the new company with the specific objective of
realizing value for the owners.
Education includes:
• University of Pretoria, Bachelor of Commerce Accounting, 1978;
• University of Johannesburg, Bachelor of Commerce (Honours), 1980;
and
• Chartered Accountant (South Africa), 1982.
NAME: Nompumelelo Pearl-Petrina Siswna (57)
QUALIFICATION AND EXPERIENCE: Dr Nompumelelo Siswana holds B Sc (University
of Zimbabwe), M Sc (University of Wollongong), PhD (University of new South
Wales) and Stanford Executive Program and is currently the founder and
managing director of Naba Consulting (Pty) Ltd. Her career has been mainly
in the oil and gas business sector almost 20 years, in various areas from
refinery economics, production, planning, performance management, strategy
and planning. She has an experience in international business through her
direct involvement in the marketing, sales and trading of crude oil, fuel
and petrochemicals into South Africa, Europe, North and South America, Asia,
Middle East and the Far East markets through offices in South Africa, Texas
in North America and Rotterdam in the Netherlands. As the then head of New
Ventures, Strategy and Planning division, she experienced doing business in
some of the African countries. Overall, Dr Siswana’s experience covers
almost the entire oil and gas downstream business with the exclusion of the
retail sector, both at strategic and operational levels.
NAME: Itumeleng Dlamini (41)
QUALIFICATION AND EXPERIENCE: Tumi is the Executive Director at Master
Builders South Africa (MBSA), a
leading trade association representing employers in the construction
industry in South Africa. She is the first woman and first black person to
hold the position in the organisation’s 110 year history. Her primary role
is to promote the interests of the industry through lobbying parliament and
government on matters that affect the development and sustainability of the
construction industry. Tumi is also the Honorary Consul Designate for the
Republic of Cote d’Ivoire in South Africa. She has been instrumental in
assisting to set up a Southern Africa Trade and Investment Office which will
facilitate and promote trade and investment relations between South Africa
and Cote d’Ivoire.
Prior to joining MBSA, Tumi held the executive positions of Head of
International Relations and Head of Africa Legacy Projects at the 2010 FIFA
World Cup™ Organising Committee South Africa where she was responsible for
managing and coordinating international affairs of the Organising Committee,
promoting and positioning South Africa as a tourism and investment
destination. She was also responsible for establishing (in South Africa)
and coordinating (on the continent) community projects in sports, arts,
education and culture to ensure that that the first World Cup in Africa left
a sustainable legacy.
Prior to joining the Organising Committee, Ms. Dlamini practiced as an
attorney at Bowman Gilfillan, an international law firm, where she became
the first female black partner in an international law firm in South Africa.
She specialized in Corporate, Commercial and Financial Law with a specific
focus on cross border mergers and acquisitions.
Education includes:
B Social Sciences Degree and a postgraduate degree in LLB from the
University of Cape Town.
NAME: Bobby Godsell (62)
QUALIFICATION AND EXPERIENCE: Bobby Godsell is the current Chair of
Business Leadership South Africa, an organisation representing some 80 of
the largest businesses operating in South Africa. He is also a member of
the country’s National Planning Commission. He serves on the Boards of the
Industrial Development Corporation, and the London listed Russian Gold and
Silver mining company, Polymetal International. He serves as co-chair of the
Millennium Labour Council, a social dialogue body involving business and
labour leaders.
NAME: Peter G Nelson (60)
QUALIFICATION AND EXPERIENCE: Peter holds Bachelor of Commerce (Rhodes
University), Bachelor of Accounting Honour (University of South Africa) and
Chartered Accountant (South Africa) and experienced in manufacturing,
mining, telecommunications, healthcare, leisure, property, packaging and
motor industry in listed and private entities in South Africa, United
Kingdom, Zimbabwe and Nigeria.
Sandton
7 November 2014
Sponsor
Merrill Lynch South Africa (Pty) Ltd
PPC:
Azola Lowan
Tel: +27 (0) 11 386 9000
Azola.Lowan@ppc.co.za
Financial Communications Advisor:
Instinctif Partners
Morne Reinders
Mobile : +27 (82) 480 4541
Morne.reinders@instinctif.com
Louise Fortuin
Mobile: +27 (71) 605 4294
Louise.fortuin@instinctif.com
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