Sasfin Holdings Limited
Incorporated in the Republic of South Africa
(Company registration number 1987/002097/06)
(“Sasfin” or “the Group” or “the Company”)
(Ordinary share code: SFN ISIN: ZAE000006565)
(Preference share code: SFNP ISIN: ZAE000060273)
JSE Listing Requirements – Section 3.84
for the year ended 30 June 2014
JSE Listing Requirements – Section 3.84
Reporting in terms of section 3.84 of the JSE Listings Requirements on Board governance process
Requirement
3.84(a)
3.84(b)
Sasfin Holdings Limited
Principle
Approach
There must be a policy detailing the
procedures for appointments to the
board. Such appointments must be formal
and transparent and a matter for the
board as a whole, assisted where
appropriate by a nomination committee.
The nomination committee must
constitute only non-executive directors, of
which the majority must be independent
and the committee should be chaired by
the chairman of the board.
The appointment of Directors takes place
through a formal process through the
Directors’ Affairs and Nominations
Committee which makes suitable
recommendations to the Board, and all
appointments are also sanctioned by the
SARB. Directors’ appointments or
re‑election are subject to shareholder
approval at the annual general meeting.
There must be a policy evidencing a clear
balance of power and authority at board
level, to ensure that no one director has
unfettered powers of decision-making.
The Board currently consists of ten
Directors, eight of whom are NonExecutive and two are Executive Directors.
Of the eight Non-Executive Directors,
seven are independent. Two of the
current Non-Executive Directors will cease
to hold office at the conclusion of
the Annual General Meeting on
27 November 2014 through retirement
and resignation respectively, whereafter
the Board will consist of six Non-Executive
Directors of whom five are independent.
The Directors’ Affairs and Nominations
Committee consists of Non-Executive
Directors only, while the two Executive
Directors are invitees to meetings of this
committee.
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JSE Listing Requirements – Section 3.84
for the year ended 30 June 2014
Requirement
Principle
Approach
3.84(c)
Issuers must have a chief executive officer
and a chairman and these positions must
not be held by the same person.
The Company has a Chief Executive
Officer who is not the same person as the
Chairman of the Board.
The chairman must either be an
independent director, or the Issuer must
appoint a lead independent director, in
accordance with the King Code.
The Board is chaired by an experienced
independent Non-Executive Director, who
is not the same person as the Chief
Executive Officer.
Issuers must appoint an audit committee
in compliance with the King code.
The Board has an independent Group
Audit and Compliance Committee which
is constituted in accordance with the
requirements of both the Companies
Act and the Banks Act, as well as in
compliance with the King code.
The committee has comprehensive terms
of reference to ensure that its mandate is
carried out effectively. The effectiveness of
the committee is reviewed annually to
ensure that it achieves its objectives.
A summary of the key responsibilities of
this committee appears in the Integrated
Report.
3.84(d)
Issuers must appoint a remuneration
committee in compliance with the King
code.
The Board has a REMCO.
Where appropriate, issuers must appoint
a risk and nomination committee.
The Board has a Group Risk and Capital
Management Committee to assist the
Board in its duty and responsibility for the
governance of risk in all its facets, and to
manage the Group’s capital requirements
in terms of the Banks Act
The composition of such committees, a
brief description of their mandates, the
number of meetings held and other
relevant information must be disclosed in
the annual report.
The Board has a Directors’ Affairs and
Nominations Committee as referred to in
3.84(a) above.
The names and composition of Board
committees and summaries of their key
responsibilities appears in the Leadership
and Corporate Governance section of the
Integrated Report 2014.
Record of attendance of Directors at
Board and Board Committee meetings is
disclosed in the Leadership and Corporate
Governance section of the Integrated
Report 2014.
Sasfin Holdings Limited
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2
JSE Listing Requirements – Section 3.84
for the year ended 30 June 2014
Requirement
Principle
Approach
3.84(e)
A brief CV of each director standing for
election or re-election at a general
meeting or annual general meeting
should accompany the notice of any
such meeting.
Brief CVs and descriptions of qualifications
and experience of each Director appears
in the Integrated Report 2014, including
those who stand for re-election on
rotation.
Brief CVs of two new Directors to be
elected at the Annual General Meeting
appear in the notice of the Annual
General Meeting.
The capacity of each director must be
categorised as executive, non-executive or
independent as defined in the Listings
Requirements
3.84(f )
3.84(h)
Sasfin Holdings Limited
The Board has assessed the independence
of each Independent Non-Executive
Director and is satisfied of the continued
independence of those directors classified
as independent. With the retirement of Mr
ETB Blight at the Annual General Meeting
on 27 November 2014, none of the
Non-Executive Directors would have
served for more than 9 years.
Issuers must have an executive financial
director.
The Company has an experienced
full-time Executive Financial Director.
The audit committee must consider, on
an annual basis, and satisfy itself of the
appropriateness of the expertise and
experience of the financial director and
report thereon in the integrated report.
The Group Audit and Compliance
Committee annually considers and
satisfies itself of the appropriateness of
the expertise and experience of the
Executive Financial Director and reports
its findings in the Audit Committee
report which appears in the Integrated
Report 2014 and the 2014 Annual
Financial Statements.
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3.84(g)
The CVs of Directors referred to in 3.84(e)
above also provide an indication as to
whether a Director is independent,
Non-Executive or Executive. The
composition of Board committees is in
accordance with the requirements of the
Companies Act, the Banks Act where
applicable, and the King Code.
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JSE Listing Requirements – Section 3.84
for the year ended 30 June 2014
Requirement
Principle
Approach
The board must consider and satisfy itself,
on an annual basis, on the competence,
modifications and experience of the
company secretary.
The Board is assisted by a competent,
suitably qualified and experienced
Company Secretary. The Group Company
Secretary is Howard Brown, who is not a
director of the Company and is an
attorney with over 20 years of experience
in the corporate and company law arena,
and who also fulfils the statutory role of
Group Compliance Officer as required by
the Banks Act. The Board has considered
and satisfied itself as to the competence
and experience of the Company Secretary.
The company secretary should maintain
an arm’s-length relationship with the
board of directors and the company
secretary should ideally not be a director.
The Company Secretary maintains an
arm’s-length relationship with the Board
of Directors.
3.84(i)
3.84(j)
Contact details
Independent Non-executive Chairman
RC Andersen
Lead Sponsor
KPMG Services (Pty) Limited
Executive Directors
RDEB Sassoon (Chief Executive Officer)
TD Soondarjee (Financial Director)
Joint Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Alternate Executive Directors
LR Fröhlich, MG Lane, MEE Sassoon
Non-Executive Directors
ETB Blight#, L de Beer#, GC Dunnington#,
DD Mokgatle#, J Moses#, MS Rylands, LJ Sennelo#
#
Independent
Group Company Secretary
H Brown
Joint Auditors
KPMG Inc. and Grant Thornton (Jhb) Inc.
Registered Office
29 Scott Street, Waverley, 2090, Johannesburg.
Tel: +27 11 809 7500
Fax: +27 11 887 6167/2489
Transfer Secretaries
Computershare Investor Services (Pty) Limited
70 Marshall Street, Johannesburg, 2001
PO Box 61051, Marshalltown, 2107
Website
www.sasfin.com
DISCLAIMER
The Group has in good faith made reasonable effort to ensure the accuracy and completeness of the information contained in this document, including all information that may be regarded
as “forward-looking statements”.
Forward-looking statements may be identified by words such as “believe”, “anticipate”, “expect”, “plan”, “estimate”, “intend”, “project”, and “target”.
Forward-looking statements are not statements of fact, but statements by the management of the Group based on its current estimates, projections, expectations, beliefs and assumptions
regarding the Group’s future performance and no assurance can be given to this effect.
The risks and uncertainties inherent in the forward-looking statements contained in this document include but are not limited to changes to IFRS and the interpretations, applications and
practices subject thereto as they apply to past, present and future periods; domestic and international business and market conditions such as exchange rate and interest rate movements;
changes in the domestic and international regulatory and legislative environments; changes to domestic and international operational, social, economic and political risks; and the effects of
both current and future litigation.
The Group does not undertake to update any forward-looking statements contained in this document and does not assume responsibility for any loss or damage and however arising as a result
of the reliance by any party thereon, including, but not limited to, loss of earnings, profits or consequential loss or damage.
Sasfin Holdings Limited
a partner beyond
expectations
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