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Corporate Governance

The Board recognises the importance of sound corporate governance and endorses and monitors compliance with the Quoted Companies Alliance Corporate Governance Guidelines for Smaller Quoted Companies and the King III Report on Corporate Governance in South Africa.



Board of Directors
The Board comprises seven independent non-executive directors, one independent non-executive alternate director to Mr. Desmond de Beer and two executive directors. The roles of Chairperson and CEO are clearly separated to ensure a balance of power and prevent any director from exercising unfettered powers of decision-making. The Board meets regularly and is responsible for strategy, approving major matters, performance and the framework of internal controls. The Board has a formal schedule of matters specifically reserved to it for decision. Responsibility for the day-to-day operational management of subsidiary companies is delegated to the management. The directors' varied backgrounds and experience gives NEPI a good mix of the knowledge and expertise necessary to manage the business effectively. Further to this, a clear division of responsibilities at Board level is in place to ensure a balance of power and authority, such that no one individual has unfettered powers of decision-making.
Directors are appointed by the Board or at the annual general shareholders' meeting. Board appointed directors need to be re-appointed by the shareholders in the first subsequent annual general shareholders' meeting to confirm such appointments. The longest serving third of the directors are required to be re-appointed by the shareholders annually. Board appointments are conducted in a formal and transparent manner by the Board as a whole.
Remuneration policy is aligned with the strategic objectives of the Group to create long term sustainable value for shareholders. Directors receive only base pay, as bonuses are not part of the Group's policy. Executive salaries are competitive in the market and increases are determined with reference to individual performance, inflation and market related factors. Participation in the share purchase schemes is restricted to employees and executive directors. Performance measures for share purchase schemes awards are set annually by the Remuneration Committee and shares are allocated based on individual performance.
Dealing in Company's securities by directors and Company officials is regulated and monitored as required by the JSE Listing Requirements and BVB requirements. In addition, NEPI maintains a closed period from the end of a financial period to the date of publication of the financial results.



Board Sub-committees
Members: DES DE BEER (CHAIRMAN), JEFFREY ZIDEL, ALEX MORAR
The Investment Committee, comprising three directors, considers all acquisitions, sales of investments and capital expenditures. Appropriate investments or disposals are then presented to the Board for consideration.
Members: ROBERT REINHARDT EMSLIE (CHAIRMAN), DES DE BEER, JEFFREY ZIDEL
The Remuneration Committee, comprising three directors, assesses and recommends to the Board the remuneration of the management of the Group companies as well as the participation in the share incentive schemes for all employees.
Members: DAN PASCARIU (CHAIRMAN), MICHAEL MILLS, JEFFREY ZIDEL
The Nomination Committee, comprising three directors, assists the Board in identifying qualified individuals to become Board members and recommends on the composition of the Board.
Members: NEVENKA PERGAR (CHAIRMAN), MICHAEL MILLS, MIRELA COVASA, ANTOINE DIJKSTRA
The Risk Committee, comprising four directors, oversees the development and implementation of the Group’s risk management policy, and assumes overall responsibility for the Group’s system of internal controls.
Members: MICHAEL MILLS (CHAIRMAN), ROBERT REINHARDT EMSLIE, NEVENKA PERGAR, ANTOINE DIJKSTRA
The Audit Committee, comprising four non-executive directors, meets at least four times a year and is responsible for ensuring that the financial performance of the Group is properly reported on and monitored, including reviewing the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies. The Audit Committee considers the appointment and fees of the external auditors and discusses the scope of the audit and its findings.