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Changes to the Board, Summary of the Board Committees and Sub Committees and Appointment of Company Secretary
Comair Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 1967/006783/06)
ISIN: ZAE00002983
Share Code: COM
(“Comair” or “the Company”)
CHANGES TO THE BOARD, SUMMARY OF THE BOARD COMMITTEES AND SUB
COMMITTEES AND APPOINTMENT OF COMPANY SECRETARY
In compliance paragraph 3.59(a) of the JSE Limited Listings Requirements, the board of directors of
the Company (“the Board”) wishes to advise that:
I) Captain Colin Jordan, a former General Manager, Flight Operations at South African
Airways, has been appointed as an independent non- executive director of the Company
and a member of the Audit Committee, Investment Committee and Chairperson of the
Remunerations Committee, with immediate effect.
II) Ms Farzanah Mall, a qualified, experienced chartered accountant, business advisory and
management consulting specialist, and strategist and a member of the South African
Institute of Chartered Accountants, has been appointed as an independent non- executive
director of the Company and a member of the Audit Committee, Remunerations
Committee and Chairperson of the Social, Ethics and Transformation Committee, with
immediate effect.
III) Mr Tebogo Mekgoe, an Executive Director of Orenda Advisory & Strategy and the head of
the MBA Programme for the Henley Business School, Africa, has been appointed as an
independent non- executive director of the Company and a member of the Risk
Committee, Investment Committee and Nominations Committee, with immediate effect.
IV) Ms Mpumi Madisa, the CEO designate of Bidvest Group Limited and currently an
Executive Director for the Bidvest Group Ltd, has been appointed as a non- executive
director to the Board and a member of the Risk Committee, and Investment Committee ,
with immediate effect.
V) Mr Naran Maharajh, the chairman of the Audit Committee and an independent non-
executive director, has been appointed as the lead independent non-executive director,
with immediate effect.
VI) Mr Kim Gorringe, who has a Bachelor of Law and Master of Laws (with Merit) from the
University of London, UK has been appointed as Company Secretary of the Company with
effect from 16 February 2020.
The Board congratulates and welcomes the above-mentioned directors to the board, and looks
forward to their contribution to the Company.
It is further noted, that following the appointments of the above-mentioned directors, the board
committees and sub-committees comprise of the following members:
Audit Committee
Mr. Naran Maharajh Non-Executive, Independent Director CHAIRMAN
Ms. Njabulo Bongekile Sithole Non-Executive, Independent Director MEMBER
Ms. Farzanah Mall Non-Executive, Independent Director MEMBER
Captain Colin Jordaan Non-Executive, Independent Director MEMBER
Risk Committee
Mr. Naran Maharajh Non-Executive, Independent Director CHAIRMAN
Captain Colin Jordaan Non-Executive, Independent Director MEMBER
Ms. Mpumi Madisa Non-Executive, Director MEMBER
Mr. Tebogo Mekgoe Non-Executive, Independent Director MEMBER
Ms Wrenelle Stander Chief Executive officer MEMBER
Mr Glenn Orsmond Chief Executive Officer Airline Division MEMBER
Investment Committee
Mr Lindsay Peter Ralphs Non-Executive, Chairman CHAIRMAN
Mr. Naran Maharajh Non-Executive, Independent Director MEMBER
Ms. Mpumi Madisa Non-Executive, Independent Director MEMBER
Mr. Tebogo Mekgoe Non-Executive, Independent Director MEMBER
Captain Colin Jordaan Non-Executive, Independent Director MEMBER
Ms Wrenelle Stander Chief Executive Officer MEMBER
Nominations Committee
Mr Lindsay Peter Ralphs Non-Executive, Chairman MEMBER
Mr. Naran Maharajh Non-Executive, Independent Director MEMBER
Mr.Tebogo Mekgoe Non-Executive, Independent Director MEMBER
A Chairman will be appointed at the next board meeting in February
Remunerations Committee
Captain Colin Jordaan Non-Executive, Independent Director CHAIRMAN
Mr Lindsay Ralphs Non-Executive, Chairman MEMBER
Ms. Farzanah Mall Non-Executive, Independent Director MEMBER
Social, Ethics and Transformation Committee
Ms. Farzanah Mall Non-Executive, Independent Director CHAIRMAN
Mr. Kim Victor Gorringe Company Secretary MEMBER
Ms. Njabulo Sithole Non-Executive, Independent Director MEMBER
Ms Wrenelle Stander Chief Executive Officer MEMBER
Mr Kim Gorringe Company Secretary MEMBER
Bonaero Park
21 January 2020
Sponsor
PSG Capital
IMPORTANT NOTICE TO FOREIGN SHAREHOLDERS AND PROSPECTIVE INVESTORS
FOREIGN SHAREHOLDERS AND PROSPECTIVE INVESTORS IN COMAIR LIMITED (“COMAIR”) SHOULD
NOTE THAT, IN ORDER TO ENABLE COMAIR (AS A LICENSED AIR SERVICES OPERATOR IN SOUTH
AFRICA) TO REMAIN COMPLIANT WITH THE FOREIGN OWNERSHIP RESTRICTION CONTAINED
SECTIONS 16(4)(c) AND 19(a) OF THE AIR SERVICES LICENSING ACT, NO. 115 OF 1990, THE VOTING
RIGHTS OF FOREIGN SHAREHOLDERS MAY BE DECREASED PROPORTIONATELY SUCH THAT THE
VOTING RIGHTS OF FOREIGN SHAREHOLDERS DO NOT, IN AGGREGATE, EXCEED 24.99%. FOREIGN
SHAREHOLDERS AND PROSPECTIVE INVESTORS ARE REFERRED TO THE COMAIR’S MEMORANDUM OF
INCORPORATION AND WEBSITE (www.comair.co.za) FOR FURTHER DETAILS. IF FOREIGN
SHAREHOLDERS OR PROSPECTIVE INVESTORS ARE IN ANY DOUBT AS TO WHAT ACTION TO TAKE THEY
SHOULD SEEK ADVICE FROM THEIR BROKER, ATTORNEY OR OTHER PROFESSIONAL ADVISER.
Date: 21-01-2020 01:51:00
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