Financial statements

Acquisitions committee report

This is the report of the acquisitions committee (committee) of Bidcorp appointed for the year ended June 30 2018 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 independent non-executive directors, one of whom is the chairman. The Bidcorp members appointed by the board comprise 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 acquisitions in line with the group delegated levels of authority 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 twice during the year, as well as having numerous informal discussions to review and consider acquisition prospects as identified by management. In particular, but not limited to:

  • a German-based foodservice business; and
  • an update on the steps taken to deal with UK Contract Distribution (CD) business.

Although not considered by the acquisitions committee for approval, smaller bolt-on acquisitions were reported to the acquisitions committee for information. These included bolt-ons in Australia, New Zealand, Portugal, Spain, Netherlands, Italy, Mainland China, Hong Kong, Malaysia, South Africa and Turkey.

Total investment in acquisitions was R965,6 million.

Attendance

The names of the members who were in office during the period and the committee meetings attended by each of the members are:

Director October 2
2017
  August 20
2018
 
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 a number of ad hoc discussions were held to address various acquisitions and disposals under consideration and recommendations made to the board for approval.

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