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Board of Directors

As set out in its Charter, the board's objective is to provide responsible business leadership to the group with due regard to the interest of all stakeholders. Hulamin has a unitary board consisting of three executive directors and seven non-executive directors of whom four are independent. Following the resignations of P M Baum and J G Williams, S P Ngwenya was appointed as a full director and N N A Matyumza has been appointed to the board with effect from 1 March 2010. The roles of M E Mkwanazi as an independent non-executive Chairman and R Jacob as the Chief Executive Officer are separate with a clear division of responsibilities.

At board level there is a clear division of responsibilities to ensure a balance of power and authority, such that no one individual has unfettered powers of decision making. In accordance with the company's articles of association, non-executive directors are subject to retirement by rotation at intervals of three years and may be re-elected at the annual general meeting at which they retire. Newly appointed directors hold office until the next annual general meeting at which they retire. The appointment and removal of directors, as well as changes to the composition of the board, is based on the recommendations of the Remuneration and Nomination Committee.

There are no term contracts of service between any of the directors and the company or any of its subsidiaries. Newly appointed directors are introduced to the group via a formal induction programme. In order to improve the Hulamin Annual Report 2009 35 board's effectiveness, evaluations of the board, individual directors, board committees and the Chairman are carried out annually. The board normally meets five times a year, with special / additional meetings convened as circumstances dictate. The responsibilities of the board are set out in the board charter.

The board's key responsibilities are:

Review and approve corporate strategy, including business plans and budgets;
Monitor management's implementation of the approved strategies;
Approve major acquisitions and disposals;
Oversight of the group's systems of internal control, governance and risk management;
Appointment of the Chairman and Chief Executive Officer, nomination of directors and review of directors' and senior management's remuneration, appointments and succession plans; and
Approval of the authorities assigned to the board, its committees and management.

The quorum for board meetings is a majority of the directors. The board is supplied with all relevant information and has unrestricted access to the management of the group and all group information which enables the directors to adequately discharge their responsibilities. All directors and board committees have full access to the Company Secretary and may, in appropriate circumstances, take independent professional advice at the company's expense.

Mafika Edmund Mkwanazi (56)

Independent Non-executive Chairman
Member of the Remuneration and Nomination Committee
Businessman and director of companies
BSc (Mathematics); BSc (Engineering);
Management Development Programme (MDP);
Strategies of Successful Business Management

Mafika has held various business positions including chief executive officer of Metro Rail Services from 1995 to 1996, executive director of Spoornet from 1996 to 1998, managing director of Transnet from 2000 to 2003, chairman of Western Areas, Letseng Diamonds and Orlyfunt Holdings from 2003 to 2006, and he is also the chairman of the BEE entity Shamsko Investment Holdings. Other directorships he holds include Stefanutti & Stocks and the South African Bureau of Standards. He was appointed to the Hulamin board in 2007.

Johannes Bhekumuzi Magwaza (68)

Non-executive Director
Chairman of the Remuneration and Nomination Committee
Member of the Transformation Committee
Director of companies
BA (Psychology & Social Anthropology); MA (IR); Dip (IR); Dip (PM)

JB joined Hulett Sugar in 1975, becoming personnel director for Hulett Refineries in 1988. He was appointed personnel director for Hulamin in 1992 until he became an executive director of Tongaat Hulett in 1994. He retired in 2003 but remained on the board in a non-executive capacity and was appointed Chairman in 2009. His directorships include Nedbank, Dorbyl, Rainbow Chickens, Mutual and Federal, Imbewu Capital Partners and Anlgo American South Africa. He was appointed to the Hulamin board in 2007.

Gerrit Pretorius (63)

Independent non-executive director
BSc (University of Stellenbosch)
BEng (University of Stellenbosch)
LLB (University of Stellenbosch)
PMD (Harvard)

Gerrit joined Fuchs Electronics (Pty) Limited in 1973, as a development engineer. The Fuchs Group of companies was acquired by Barlows in the late 70’s. In the years 1973 to 1983 he held various executive positions at Fuchs. He was appointed as managing director of ESD (Pty) Limited in 1983 whereafter he assumed responsibility for all of Reunert’s defence businesses in 1988. He joined Reunert’s board in 1991 and was appointed CEO in 1997. He retired in August 2010.

Lungile Constance Cele (57)

Independent Non-executive Director
Chairman of the Transformation Committee
Member of the Audit Committee
Businesswoman
BCom; Post Grad. Dip Tax; MAcc (Taxation);
Executive Leadership Development Programme (ELDP)

Zee practices as a tax consultant and financial accountant and has been running her Durban-based business, Tax Solutions CC, since 1989. She serves on the boards of Eskom, Combined Motor Holdings, Three Cities Investments Limited and Sport For All Franchising. Zee is a commercial member of the Tax Court and is a member of the Standing Advisory Committee on Company Law. She was appointed to the Hulamin board in 2007.

Nomgando Nomalungelo Angelina Matyumza (47)

Independent Non-executive Director
Member of the Audit Committee
BCom; BCompt (Hons); CA (SA); LLB
Ordained Minister of Religion

Nomgando has held various positions in financial and general management and was employed between 1994 and 2004 at Petronet, firstly as financial manager and then as deputy CEO from 1999 to 2004. From 2004 to 2008 she was employed at Eskom Distribution as general manager for the Eastern Region. Nomgando is presently an ordained Minister of the African Methodist Episcopal Church at Umlazi, KwaZulu-Natal. She is a director on a number of boards, including Transnet Limited, Wilson Bayley Holmes-Ovcon Limited and, with effect from 1 February 2010, Cadiz Holdings Limited. She was appointed to the Hulamin board with effect from 1 March 2010.

Richard Jacob (46)

BSc (Engineering); MBA: Chief Executive Officer

Richard joined Hulamin in 1990, taking on the responsibility for the coated products business in Hulamin Rolled Products. Richard has been responsible for the communication and investor relations functions at Hulamin and for Hulamin Roofing Solutions. Richard now holds the responsibility of Chief Executive Officer for Hulamin.

Vusi Noel Khumalo (48)

Non-executive Director
Member of the Remuneration and Nomination Committee
Senior manager: Industrial Development Corporation
BCom; BCompt (Hons); CA (SA);
Global Executive Development Programme

Vusi joined the IDC in 1998 and in his current position is responsible for managing IDC’s investment portfolio. His directorships include Atlantis Forge, Ernani Investments and Golden Frontiers Citrus. He was appointed to the Hulamin board in 2006.

Sibusiso Peter-Paul Ngwenya (57)

Independant Non-executive Director
Executive chairman: Makana Investment Corporation BCom (Hons)

Following his release from Robben Island in 1991, Peter-Paul joined Engen and later South African Breweries. In 1997 he joined Makana Trust, where he is a founding trustee and former chairman. He later co-founded Makana Investment Corporation of which he is the current executive chairman. Peter-Paul is the treasurer of the Ex-Political Prisoners Committee. He is also the chairman of South African Airlink, Heart 104.9 and Igagasi 99.5 radio stations and Sebenza Forwarding and Shipping Consultancy. He was appointed to the Hulamin board in 2007 as an alternate to Johannes Bhekumuzi Magwaza and a full director of Hulamin in October 2009.

Moses Zamani Mkhize (50)

Executive Director: Manufacturing, Rolled Products
BCom (Hons); Higher Diploma (Electrical Engineering)

Moses joined Hulamin in July 1982, was appointed Hot Mill production manager in 1989 and Foil Mill manager in 1994. In 1997 he became director of Foil Products and in 2000 was appointed director of Hulamin. Moses is presently Manufacturing Director in Hulamin Rolled products and also serves as director of a number of subsidiaries of Hulamin .

Charles Daniel Hughes (55)

Chief Financial Officer
BAcc; CA (SA)

Charles joined Hulamin in 1979 and was appointed financial director of Hulamin in 2003 and chief financial officer in 2007. Charles is also director of a number of Hulamin subsidiaries.

Thabo Patrick Leeuw (47)

Independent Non-executive Director
Chairman of the Audit Committee
Executive director: Thesele Group
BCom (Accounting); BCompt (Hons);
Management Advancement Programme (MAP)

Thabo is the executive director and founder shareholder of Thesele. He served articles at Deloitte & Touche, and has held financial management positions in Afric Oil (a subsidiary of Worldwide Africa Investment Holdings), Oceana Fishing, National Sorghum Breweries and Old Mutual Employee Benefits. He joined Cazenove SA in 1998 as a research analyst, in 2002 he became a director of Cazenove SA and in 2004 became a director of Cazenove Group Plc. He also serves as non-executive director of Sentech Limited and of Prudential Portfolio Managers SA and is also a member of the Eskom Pension and Provident Fund’s Strategic Investment Committee. He was appointed to the Hulamin board in 2007.

Peter Heinz Staude (57)

Independent Non-executive Director
Chief executive officer: Tongaat Hulett Limited
BSc (Ind Eng) (Hons) (cum laude); MBA.

Peter lectured at the University of Pretoria before joining Hulamin in 1978. In 1990 he became managing director of Hulamin Rolled Products and in 1996 managing director of Hulamin. He was appointed chief executive officer of Tongaat Hulett in 2002. Peter was chairman of the Hulamin board from 2002 to July 2007. He is also chairman of Trade and Investment KwaZulu-Natal.

Geoff Watson (61)

Independent non-executive director
Director Asian sales and China business development of United Company Rusal
BSc (Agric) (University of Sydney)
BEcon (University of New England)

Geoff was recently appointed to head Asian sales and China business development of UC Rusal. Geoff has held numerous senior executive positions in the aluminium and steel industries. He was an executive associate of Seema International in 2010 and CEO of Steelforce Austrailia in 2009 and held numerous positions at Alcoa Rolled Products from 1976 to 2008, which included vice president China, general manager Alcoa Bohai, China and director of operations, Alcoa Kaal, Austrailia.