Acquisitions committee report
This is the report of the acquisitions committee (committee) of Bidcorp appointed for the financial year ended June 30 2017 in compliance with principles of good governance, the Companies Act and in terms of the JSE Listings Requirements.
The committee has an approved charter adopted by the Bidcorp board at the meeting held on August 23 2016. The charter complies with the Companies Act and King IV guidance for good governance. Copies are available either from the company secretary on request, or can be downloaded from the company website.
Membership
This committee was constituted by the board on June 1 2016, 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 met during the year, as well as had numerous informal discussions to review and consider acquisition prospects as identified by management. Those approved for acquisition included:
- Bidcorp acquired 90% of the issued share capital of Guzmán Gastronomia and Cuttings (Guzmán) for an enterprise value of €75 million (R1,1 billion), the effective date of this acquisition was April 1 2017.
- Effective April 1 2017, Bidcorp Food Africa Proprietary Limited, a subsidiary of Bid Corporation Limited, signed agreements with Puratos Group NV (Puratos) whereby Puratos became an equal shareholder in Bidcorp Food's Bakery Solutions Division (BBS, subsequently renamed Chipkins Puratos (CP)). CP manufactures and supplies bakery ingredients to industrial bakers, the craft market and large retailers under the Chipkins and NCP brands in South Africa.
Attendance
The names of the members who were in office during the period and the number of committee meetings attended by each of the members are:
| Director | December 2 2016 |
March 15 2017 |
|
| DDB Band (chairman) | ^ | ^ | |
| PC Baloyi | ^ | ^ | |
| BL Berson | ^ | ^ | |
| DE Cleasby | ^ | ^ | |
| B Joffe | ^ | ^ | |
| NG Payne | ^ | ^ |
^Attended in person, by video-conference or tele-conference.
During the year, members of the committee have many informal discussions to address the various acquisitions and disposals under consideration. Many of the decisions taken by this committee were considered and approved by round robin.
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