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COMAIR LIMITED - Changes to the Board, Summary of the Board Committees and Sub Committees and Appointment of Company Secretary

Release Date: 21/01/2020 13:51
Code(s): COM     PDF:  
 
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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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