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THE FOSCHINI GROUP LIMITED - Appointment Of Lead Independent Director And Changes To Board Committees

Release Date: 29/07/2020 14:50
Code(s): TFG     PDF:  
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Appointment Of Lead Independent Director And Changes To Board Committees

THE FOSCHINI GROUP LTD
Reg. No.: 1937/009504/06
Code : TFG
ISIN: ZAE000148466
(“TFG” and “Company”)

APPOINTMENT OF LEAD INDEPENDENT DIRECTOR AND CHANGES TO BOARD COMMITTEES

In compliance with paragraph 3.59(c) of the JSE Listings Requirements,
shareholders are advised of the following changes to the important
functions of directors.

APPOINTMENT OF LEAD INDEPENDENT DIRECTOR

Graham Davin, currently an independent non-executive director, has been
appointed as the Lead Independent Non-Executive Director with effect from 1
August 2020.

The lead independent director performs specific duties primarily aimed at
strengthening the chair of the board of directors in line with the
recommendations contained in the King IV Report on Corporate Governance for
South Africa 2016 (King IV). These duties include inter alia overseeing the
evaluation of the chair, being a sounding board for the chair, being an
avenue of communication for the other directors on any issues relating to
the chair, and chairing discussions and decision making where the chair has
a conflict of interest.

CHANGE IN CLASSIFICATION OF RONNIE STEIN FROM NON-EXECUTIVE DIRECTOR TO
INDEPENDENT NON-EXECUTIVE DIRECTOR

Ronnie Stein, previously categorised as a non-executive director, is now
classified as an independent non-executive director of the Company
effective immediately.

The Board of TFG, supported by the Nomination Committee, has assessed Mr
Stein’s independence and is satisfied that he meets the requirements of
independence, including those as set out in King IV.

CHANGES TO BOARD COMMITTEES

The following changes to the various board committees have been made with
effect from 1 August 2020 and is a result of an ongoing review process, by
the Nomination Committee, with regard to the composition of the Board and
Board Committees as well as the need for succession planning and renewal
and aims to align the Company with Corporate Governance requirements.

Audit Committee
   • Sam Abrahams will step down as chairman and member of the Audit
      Committee
   • Eddy Oblowitz will be appointed as chairman of the Audit Committee
   • Fatima Abrahams will step down as a member of the Audit Committee
   • Ronnie Stein will be appointed as a member of the Audit Committee

Risk Committee
   • Eddy Oblowitz will step down as chairman of the Risk Committee and
      will remain a member
   • Ronnie Stein will be appointed as chairman of the Risk Committee
   • Fatima Abrahams will be appointed as a member of the Risk Committee

Nomination Committee
   •   Sam Abrahams will step down as a member of the Nomination Committee
   •   Graham Davin and Fatima Abrahams will be appointed as members of the
       Nomination Committee


Cape Town
29 July 2020

Sponsor:
UBS South Africa Proprietary Limited

Date: 29-07-2020 02:50:00
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