Acquisitions committee report
This is the report of the acquisitions committee (committee) of Bidcorp appointed for the financial year ended June 30 2016 in compliance with principles of good governance, the Companies Act and in terms of the JSE Listings Requirements.
The committee has approved a draft charter that was presented and adopted by the Bidcorp board at the meeting held on August
23 2016. The charter complies with the Companies Act and King III guidance for good governance.
Membership
This committee was constituted by the board on June 1 2016, following the listing and unbundling of Bidcorp.
The committee has been appointed by the board and is made up of a minimum of three (3) independent non-executive directors, and chaired by an independent non-executive. The Bidcorp members appointed by the board include Messrs DDB Band (chairman), PC Baloyi, BL Berson, DE Cleasby, B Joffe and NG Payne in line with the charter requirements.
The board considers the membership of the committee adequate and the members are adequately experienced to perform the duties in line with the charter requirements.
Purpose
The primary purpose of the acquisitions committee is to:
- review any significant acquisition for an in-principle decision as to whether the acquisition should be investigated and pursued;
- recommend to the board planned acquisitions that have been approved to be in the best interest of shareholders and to the future growth of the group; and
- inform the board of acquisitions which it does not recommend for consideration.
Duties carried out
The committee was not required to meet from the time of its appointment, being one (1) month prior to the year ended June 30 2016. As potential acquisitions arise, the chairman or the members of the committee will be entitled to convene a meeting to consider these acquisitions, in line with the charter.
Attendance
The names of the members who were in office during the period June 1 2016 to October 7 2016 and the number of acquisition committee meetings attended by each of the members are:
| Director | No meeting convened | |
| DDB Band (chairman)* | n/a | |
| PC Baloyi* | n/a | |
| BL Berson* | n/a | |
| DE Cleasby* | n/a | |
| B Joffe* | n/a | |
| NG Payne* | n/a |
^ Attended in person, by video-conference or tele-conference
*Appointed June 1 2016.
Conclusion
The committee has performed its duties and responsibilities during the financial year according to the board approved acquisitions committee charter.
Signed on behalf of the acquisitions committee by:
Doug Band
Chairman