Grindrod : 2022 Board Charter

Author: CI Lewis

Review and recommend for approval: Board

Approval: Grindrod Board

(Registration Number: 1966/009846/06)

BOARD CHARTER

1.

Definitions

Unless the context indicates otherwise, the following words or terms of expressions shall have the meanings subscribed to them as set out hereunder;

1.1

"AGM" means the annual general meeting of shareholders of the Company in terms of Section 61(7) of the Companies Act.

1.2

"Board" means the board of directors of the Company as constituted from time to time in accordance with the Companies Act and the MOI;

1.3

"Board Charter" means the approved Grindrod Limited Board Charter as may be amended from time to time;

1.4

"Capitals" means the stocks of value on which the company depends for its success as inputs to its business model, known as the Grindrod Resources, and which are increased, decreased or transformed through the company's business activities and outputs. The six capitals are financial (Our Money); manufactured (Our Assets); intellectual (Our Skills); human (Our People); social and relationship (Our Relationships) as well as natural capital (Our Environment);

1.5

"Chairman" means the chairman of the Board from time to time;

1.6

"CEO" means the chief executive officer of the Company from time to time;

1.7

"Committees" means the committees of the Board, whether statutory in nature or with delegated authority, as more fully set out in Clause 9 below;

1.8

"Companies Act" means the Companies Act No 71 of 2008, as amended;

"Company" means Grindrod Limited (Registration Number 1966/009846/06), including its subsidiaries;

Author:	Review and recommend for approval:	Approval:
CI Lewis	Board	Grindrod
Board

1.10 1.11 1.12 1.13

"Directors" means appointed or elected members of the board of directors of the Company from time to time;

"ESG" means environment, social and governance;

"Executive Committee" means the Executive Committee of the Company;

"Financial Director" means the director of the Company that has primary responsibility for managing the company's finances, including financial planning, management of financial risks, record-keeping, and financial reporting;

1.14

"Group" means the Company, its subsidiaries, divisions, joint ventures, associates and any other statutory entities in which the Company has ownership;

1.15

"IFRS" means International Financial Reporting Standards of the International Accounting Standards Board or its successor body;

1.16

"Integrated Thinking" means the active consideration by the Company of the relationships between its various operating and functional units and the Capitals it uses or affects;

1.17

"King IV" means the King IV Report on Governance for South Africa 2016;

1.18

"Lead Independent Director (LID)" means the Lead Independent Director appointed by the Board from time to time, whose role and responsibilities are more fully set out in Clause 8 below;

1.19

"Limits of Authority" means the company's internal framework regulating levels of authority for various transactions, as amended from time to time;

1.20

"Listings Requirements" means the rules and procedures governing inter alia all corporate actions and continuing obligations applicable to the Company as issuer, of the JSE Limited, as may be amended or replaced from time to time;

1.21

"MoI" means Memorandum of Incorporation of the Company, a document that sets out the rights, duties and responsibilities of

Author:	Review and recommend for approval:	Approval:
CI Lewis	Board	Grindrod
Board

shareholders, directors and others within and in relation to a company, and by which a company is incorporated under the Act or a pre-existing company was structured and governed before the date that the Act came into operation;

1.22

"Secretary" means the group company secretary in office from time to time or her nominee whose role and functions are more fully set out in Clause 5 below;

1.23

"Stakeholders" means any group affected by and affecting the Company's operations.

1.24

"Triple Context" means the combined context of the economy, society and environment in which the Company operates.

• 2. Introduction

  In furtherance of its commitment to achieving best practice standards of corporate governance based on locally and internationally acceptable standards, which includes commitment to compliance with King IV, the Companies Act and the Listings Requirements, the Board of the Company has adopted this Board Charter.

• 3. Appointment and Composition

3.1

The Board shall consist of not less than eight members as per the MOI of the company. Subject to the Companies Act and the Listings Requirements, the shareholders of the Company may from time to time increase or decrease such minimum number of directors.

3.2

Additional appointments to the Board may be made by the Directors, provided such appointments are confirmed at the following AGM or other shareholders meeting.

3.3

At each AGM, not less than one-third of the Directors must retire, being those Directors longest in office since their appointment or last re-election and may, if available, be proposed for re-election.

3.4

The Directors shall elect a Chairman of the Board annually at the first Board meeting following the AGM of the Company, who shall be independent.

3.5

The roles of the Chairman and the CEO shall be separate.

In the unlikely event of the Chairman not being independent, or not being classified as such by the Board, assisted by the Nomination

Author:	Review and recommend for approval:	Approval:
CI Lewis	Board	Grindrod
Board

Committee, the Directors shall elect a LID of the Board within twenty (20) business days of such event. .

3.7

The Board shall be unitary in nature, balanced between executive and non-executive directors, with a majority of non-executive directors, most of whom should be independent.

3.8

The Board shall have the authority to remove any Director from the Board.

3.9

The composition of the Board, (including its size, balance of knowledge, skills, experience, diversity, demographics and independence), its continuity, retirements and appointments of additional and replacement Directors, shall be considered by the Nomination Committee, which shall make appropriate recommendations and nominations to the Board.

3.10

Directors shall be appointed for their business acumen and skills pertinent to the business, strategic intent and risks of the Company to ensure the Board is able to carry out its duties.

3.11

The Board should ensure that there is an appropriate balance of power and authority on the Board, such that no single individual or group of individuals can dominate the Board.

3.12

Executive Directors must retire in that capacity by no later than the age of 63 years or such later date as determined by the Board, but may be requested to remain on the Board in a non-executive capacity. Non-executive Directors must retire by no later than the age of 70 years or such later date as determined by the Board.

• 4. Ineligibility and disqualification of members

  A person is ineligible or disqualified to become a board member if such a person is ineligible or disqualified in terms of Section 69 of the Companies Act.

• 5. Secretary

5.1

The Secretary or her nominee shall act as the secretary of the Board.

5.2

The Secretary, in consultation with the Chairman, the CEO and the Financial Director, as required, shall prepare an annual work plan for

Author:	Review and recommend for approval:	Approval:
CI Lewis	Board	Grindrod
Board

the Board to ensure that all matters to be considered by the Board are addressed at the Board meetings for the year.

5.3

The annual work plan shall include quarterly updates of relevant information relating to the company's operations, its external environment, applicable technology and innovation as well as legislative and regulatory updates, in order to ensure that the Directors are kept duly informed.

5.4

The Secretary, in consultation with the Chairman, the CEO and the Financial Director, as required, shall prepare a detailed agenda for each meeting in accordance with the annual work plan.

5.5

The agenda, together with sufficient and relevant supporting documents, shall be circulated to the Directors at least five (5) business days prior to each Board meeting to ensure proper preparation and to support quality decision making.

5.6

The Secretary or her nominee shall take written minutes of all meetings of the board, which shall include key action items and an accurate record of decisions; circulate them to the members as soon as reasonably possible for correctness and ensure that the Chairman signs the minutes as a correct reflection of the proceedings at the meetings.

5.7

The Secretary shall maintain a minute book and a register of all resolutions of the Board, whether taken at a meeting or by means of round robin resolutions.

5.8

The Secretary shall keep the Board informed of all share transactions and shareholdings of all Directors of the Company.

5.9

The Secretary shall maintain a register of interest of all Directors, reflecting shareholding in the Company and any of its subsidiaries, directorships and any other positions of trust held as well as any potential or actual conflicts of interest with the Company or any of its subsidiaries. Such register shall be updated on a bi-annual basis.

5.10 5.11

Dates of meetings shall be set in advance to aim for full attendance.

In addition to the detail as set out in this Clause 5, the Secretary shall be responsible for the efficient administration and governance of the Company, particularly with regard to ensuring compliance with