Author: CI Lewis

Review and recommend for approval: Executive Committee

Approval: Grindrod Board

(Registration Number: 1966/009846/06)

EXECUTIVE COMMITTEE TERMS OF REFERENCE

1.

Definitions

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

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

  • 1.2 "Board Charter" means the Grindrod Limited Board charter approved on 30 May 2012 by the Grindrod Limited Board of Directors, and as may be amended from time to time;

  • 1.3 "Chairman" means the chairman of the Executive Committee;

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

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

  • 1.6 "Companies Act" means the Companies Act No 71 of 2008, as amended from time to time;

  • 1.7 "Company" means Grindrod Limited 1966/009846/06), including its subsidiaries;

    (RegistrationNumber

  • 1.8 "Directors" means directors of the Company from time to time;

Revision No: 06

Issue Date:

November 2013

Last Review Date:

November 2021

1.9

"Executive Committee" means the Executive Committee constituted by

the CEO and in accordance with the MOI, whose membership, roles,

responsibilities and powers are governed by these terms of reference;

1.10

"Financial Director" means the financial director of the Company from

time to time;

1.11

"Group" means the Company and its subsidiaries from time to time;

1.12

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

1.13

"Listings Requirements" means the listings requirements of the JSE

Limited as amended or replaced from time to time;

1.14

"Limits of Authority" means the company's internal framework

regulating levels of authority for various transactions;

1.15

"MoI" means Memorandum of Incorporation of the Company;

1.16

"Members" mean the initial persons appointed as members of the

Committee as well as any persons succeeding them in terms of these

Terms of Reference;

1.17

"Secretary" means the Group Company Secretary in office or her

nominee;

1.18

"Stakeholders" means any group affected by and affecting the

Company's operations; and

1. 19

"Terms of Reference" means these Terms of Reference of the Executive

Committee.

Author:

Review and recommend for approval:

Approval:

CI Lewis

Executive Committee

Grindrod

Board

Author: CI Lewis

Review and recommend for approval: Executive Committee

Approval: Grindrod Board

2.

Introduction

  • 2.1 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 the Companies Act, King IV and the Listings requirements, the Board of the Company has adopted the Board Charter.

    .

  • 2.2 The Board has delegated its day to day management duties to the Executive Committee in terms of the MoI and Board Charter.

  • 2.3 In order to outline the membership, roles, responsibilities and powers of the Executive Committee and to ensure that high standards of corporate governance and ethical leadership are maintained in relation to the exercising of the functions of the Executive Committee by its members, the Board has adopted these terms of reference.

3.

Appointment and Composition

  • 3.1 The Executive Committee shall consist of not less than three members appointed by the CEO in terms of his delegated authority, of which the CEO and Financial Director must be appointed as members.

  • 3.2 Notwithstanding the powers, roles and responsibilities of the Executive Committee outlined below, it is noted that the CEO and the Financial Director have specific roles and responsibilities.

  • 3.3 The Executive Committee shall be chaired by the CEO. In the event that the CEO is not available to chair a meeting of the Executive Committee, the Executive committee members present will elect one of their number to act as chairperson for that particular meeting.

Author: CI Lewis

Review and recommend for approval: Executive Committee

Approval: Grindrod Board

  • 4. Ineligibility and disqualification of members

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

  • 5. Tenure of the committee

    The committee shall endure indefinitely, until such time as the Board may determine otherwise.

  • 6. Secretary

    • 6.1 The Secretary or her nominee shall act as the secretary of the Committee.

    • 6.2 The Secretary or her nominee shall take written minutes of all meetings of the members; 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.

    • 6.3 The Secretary shall maintain a minute book and a register of all resolutions of the Committee.

    • 6.4 The Secretary shall keep the Committee informed of all share transactions and shareholdings of all Directors of the Company.

  • 7. Mandate and responsibilities

    The Committee has the following roles, responsibilities and powers:

7.1

The Executive Committee is authorised to exercise all of the powers conferred upon the Directors by the MOI and/or the Companies Act in order to facilitate the effective management of the Company's business, with the exception of the powers which are expressly reserved for the

Author:

Review and recommend for approval:

Approval:

CI Lewis

Executive Committee

Grindrod

Board

Board as set out in the Board Charter and in line with the Limits of Authority.

  • 7.2 Any and all matters arising from and/or corporate action required to be undertaken by the Company in terms of the Listings Requirements shall be reserved for determination by the Board and shall be outside the scope of the authority of the Executive Committee.

  • 7.3 The Executive Committee shall be specifically responsible for without limiting the above:

    • 7.3.1 The development and implementation of strategies and policies of the Company in an integrated manner, appreciating that its core purpose, risks and opportunities, strategy and business model, performance and sustainable development are all inseparable elements of the value creation process;

    • 7.3.2 Managing the day to day business and affairs of the Company ethically and effectively to ensure that the Company creates value for its stakeholders in the short, medium and long term;

    • 7.3.3 Govern the ethics of the Company in a way that supports and further entrenches the ethical culture of the Company.

    • 7.3.4 Prioritising and allocating the Company's capital, technical and human resources;

    • 7.3.5 Establishing best management practices and functional standards;

  • 7.3.6 Senior management appointments performance of senior management;

andmonitoringthe

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Grindrod Limited published this content on 11 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 April 2022 08:58:08 UTC.