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Notice of changes to Transaction Capital Limited’s board of directors, board committees and company secretary
Transaction Capital Limited TransCapital Investments Limited
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
Registration No: 2002/031730/06 (Registration No. 2016/130129/06)
JSE share code: TCP JSE debt code: TCII
ISIN: ZAE000167391
("Transaction Capital" or "the Company")
NOTICE OF CHANGES TO TRANSACTION CAPITAL LIMITED’S BOARD OF DIRECTORS, BOARD
COMMITTEES AND COMPANY SECRETARY
Changes to the Board
In accordance with paragraph 3.59 of the JSE Limited Listings Requirements, the Company’s board of
directors ("the Board") is pleased to announce the appointment of Mr Ian Kirk and Dr Suresh Kana as
independent non-executive directors with effect from 1 November 2020.
The respective appointments of Mr Kirk and Dr Kana as independent non-executive directors will
strengthen the independence of the Board and support the continuous drive to augment board acumen
and diversity. Following the above appointments, the board will consist of 9 non-executive directors, 8
of whom are independent, and 5 executive directors.
Mr Kirk is a finance and insurance industry specialist, who has operated at an executive, chairman and
non-executive director level at listed and non-listed entities, including industry associations such as
South African Insurance Association and the Association of Savings & Investment South Africa. Mr Kirk
served as Group CEO of Sanlam from 2015 and is currently contracted to Sanlam until 31 December
2020. Prior to this he has served as CEO at Santam and Capital Alliance Holdings, as well as deputy-CEO
of Liberty Group. As a chartered accountant with strong actuarial training, Mr Kirk was admitted to the
PwC partnership in 1986. The State President appointed Mr Kirk to the Presidential State-owned
Enterprise Council in June 2020, which is mandated to reposition South Africa’s state-owned
enterprises.
Dr Kana is a finance industry specialist, who too has operated at an executive, chairman and non-
executive director level at listed and non-listed entities. As a chartered accountant by training, he was
admitted to the PwC partnership in 1986, and was later appointed as the CEO and senior partner of
PwC Africa and served on PwC’s board, Global Strategy Council and Cluster Leadership Team. Dr Kana
chairs the King Committee on Corporate Governance, and serves as the deputy chair of the Integrated
Reporting Committee of South Africa. He has also served as the chair of the SAICA board and deputy
chair of the IRBA. Dr Kana holds a master’s degree in Commerce from University of the Witwatersrand,
an Honorary Doctorate from Nelson Mandela Metropolitan University and an Honorary Doctorate from
University of Johannesburg. He currently chairs the Murray & Roberts Holdings Limited board, and is
the lead independent non-executive director of the JSE Ltd. Over the years he has held non-executive
director roles at Imperial Holdings Limited, Illovo Sugar Limited and Quilter Plc. In addition, Dr Kana
chairs the audit committee of the United Nations World Food Program.
The Board welcomes Mr Kirk and Dr Kana and looks forward to their contribution to the Company.
Changes to the Board committees
Further to the above appointments, the following changes to the Board committee composition will
take effect from 1 November 2020:
- Mr Seabrooke will resign as a member of the Audit, Risk and Compliance committee (“ARC”);
- Mr Pillay will resign as lead independent director of the Board;
- Ms Hanise will resign as a member of the Asset and Liability committee (“ALCO”);
- Mr Kirk will be appointed as a member of the ARC, ALCO and Remuneration committee;
- Dr Kana will be appointed as lead independent director of the Board, chairman of the ALCO,
member of the Nominations Committee, member of the ARC and member Social and Ethics
committee; and
- Ms Wapnick will be appointed as a member of the Nominations committee.
Following the above changes to the Board committees, the composition of these committees will be as
set out below:
Nominations Remuneration ARC SECOM ALCO
Chris Seabrooke * Kuben Pillay* Diane Radley* Phumzile Langeni* Suresh Kana*
Kuben Pillay Chris Seabrooke Buhle Hanise David Hurwitz Chris Seabrooke
Roberto Rossi Ian Kirk Ian Kirk Kuben Pillay David Hurwitz
Sharon Wapnick Roberto Rossi Suresh Kana Roberto Rossi Diane Radley
Suresh Kana Suresh Kana Ian Kirk
Jonathan Jawno
* Chair Mark Herskovits
Changes to the company secretary
The Board wishes to furthermore announce that with effect from 1 November 2020, Ms Theresa Palos
will step down as company secretary to focus on her broader strategic role across the group. In terms
of paragraph 6.39 of the Debt Listing Requirements, shareholders are advised that Ms Palos will also
step down as company secretary of TransCapital Investments Limited on the same date. The Board
thanks Ms Palos for her valuable contribution to the Transaction Capital Board.
The Board is pleased to announce the appointment of Ms Sharon Nayger as company secretary with
effect from 1 November 2020. Ms Nayger is an admitted attorney having obtained her BA LLB degree
from the University of the Witwatersrand in 1993. Ms Nayger has also been appointed as company
secretary to TransCapital Investments Limited with effect from 1 November 2020.
Dunkeld West
9 October 2020
Enquiries:
Philipe Welthagen - Investor Relations
Telephone: O84 512 5393
Sponsor:
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 09-10-2020 09:37:00
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