Page 16 - HCI AR 2021 - Notice of meeting

DIRECTORS’ REPORT
1. Nature of business
Hosken Consolidated Investments Limited (“HCI”) is an investment holding company, incorporated in South Africa and listed on the JSE Limited.
2. Operations and business
The business operations of HCI include the making of investments in opportunities as identified by the board of directors and the adding of value to these investments over time. As such, HCI has itself consciously established and pursued an investment policy in terms of which it has endeavoured to maintain significant equity and capital participation in entrepreneurially-run companies with significant growth potential. The investments are constantly reviewed and new ones sought to complement them. On 30 September 2020 the boards of directors of Hospitality Property Fund (“HPF”) and Tsogo Sun Hotels Limited (“THL”) approved a transaction by which THL offered to acquire all of the ordinary shares in the issued share capital of HPF, other than those shares already owned by THL, its subsidiaries and treasury shares (“the Offer”). The consideration in respect of the Offer was settled at a ratio of 1.77 shares for every one HPF share acquired by THL. Following the failure of the proposed scheme of arrangement, a general offer was implemented in December 2020, the consequence of which was that the group’s exercisable voting rights in THL decreased to 41%. As a result, the group was considered to have lost control of THL on 24 December 2020 with the group’s investment in THL subsequently accounted for as an investment in associate (refer note 6 in the annual financial statements).
Refer to pages 16 to 33 of the integrated annual report for an overview of operations for the year under review.
3. Share capital
Details of the authorised and issued share capital are set out in note 17 of the annual financial statements.
4. Directorate
role and responsibilities and carry out all its duties.
At 31 March 2021 the board was comprised of eleven (11) members which included four (4) executive directors, two (2) non-executive directors and five (5) independent non-executive directors. There is a clear balance of power and authority at the board of directors’ level.
The board is chaired by Mr VE Mphande, an independent non-executive director, who is not a former CEO of the company. There is a clear division of responsibilities between the chairman and chief executive officer. The board does not deem it necessary to appoint a lead independent director.
Board member
Number of board meetings
Attendance of members
MH Ahmed
2
2
JA Copelyn
4
4
MSI Gani
2
1
TG Govender
4
4
MF Magugu
4
4
L McDonald
4
4
SNN Mkhwanazi-Sigege
4
4
VE Mphande (chair)
4
4
JG Ngcobo
4
4
JR Nicolella
4
4
Y Shaik
4
4
RD Watson
4
4
Director
Date of appointment
Date of resignation
MSI Gani
30 August 2016
7 September 2020
MH Ahmed
7 September 2020
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HOSKEN CONSOLIDATED INVESTMENTS LIMITED
5.
Details of the directors of the company appear in the Corporate Administration section of this report.
The following changes were made to the directorate:
Composition of the board
The board has assumed responsibility, in line with the board charter, for the composition of the board by ensuring diversity, gender parity, skills, knowledge and resources to effectively discharge its governance
6. Dividends
Due to the impact of the COVID-19 pandemic on the group’s operations and the requirement to preserve cash resources, no dividend was declared during the year under review.
7. Gender diversity
The board of directors has adopted a policy on gender diversity at board level and agreed on voluntary targets. The board has reached its gender target of 25% women.
8. Race diversity
The board of directors has adopted a policy on race diversity at board level. The voluntary target was set at a majority of members being people classified as ‘black’. 73% of the members of the board are classified as ‘black’.
9. Company secretary
HCI Managerial Services Proprietary Limited held the office of the company secretary for the twelve months ended 31 March 2021. The secretarial department is under the supervision of Cheryl Philip (FCIS) who