61 / 138
57
SUMMARY AND CONCLUSION
Grain SA accepted focusing on good governance in the Grain SA group of entities as a strategic
intent. These entities must each be managed according to its own founding documents and ap-
plicable legislative environment, inclusive of the Trust Property Control Act of 1988, as well as the
Companies Act of 2008.
Group governance framework
It is imperative to benchmark and maintain good governance practices applicable in the Grain SA
group of entities. External experts are being involved to guide and conclude:
A King IV gap analysis with an application register.
A governance framework for the group of entities.
Adv. Annamarie van der Merwe and the FluidRock Governance team lead the project.
The objective of the Grain SA group governance framework is to strike a balance between acknowledging
the separate existence of each legal entity in the group with its unique compliance requirements and own
governing body and governing processes on the one hand, while the legitimate interests of Grain SA
as holding entity are also recognised with respect to group-related matters such as culture, risk
management, technology, information, remuneration, compliance and assurance.
Every entity in the Grain SA group, including Grain SA as holding en-
tity and every subsidiary, is recognised as a separate legal entity
that, based on the nature and operations, is subject to various
laws and regulations that it must comply with in its own right.
However, while separate, each of these entities also forms
part of the group, being the Grain SA group of entities.
Each entity within the Grain SA group has its own govern-
ing body, namely the Executive of Grain SA, the board of
directors of PGP NPC, the board of directors of Nampo
(Pty) Ltd and the trustees of the Commercial Producers
Trust. The group governance framework addresses the
roles and responsibilities of the Executive and its com-
mittees in the capacity of Grain SA as a holding entity in
respect of each subsidiary.
It also addresses the authority, roles and responsibilities of
the Executive, the directors or trustees as separate legal entities
that are required to ensure compliance with the provisions of various
statutes and regulations.
The report and recommendations resulting from the group governance framework were presented
to the Executive at their meeting on 2 February 2023 as part of a training session.
King IV gap analysis and application register
As was mentioned above, a project is also in process to compile a King IV gap analysis with an
application register for the Grain SA group of entities.
A draft report with findings and recommendations has been made available to the lead team for
comments and inputs and will be presented to the MCE by the FluidRock Governance team during
their meeting on 17 January 2023.
It is noted that King IV guidelines apply to all organisations in South Africa, notwithstanding legal
structure, size, complexity or industry. The outcomes (ethical culture, good performance, effective
control and legitimacy), as well as the principles as set out in the King IV report, are applicable to
all entities. However, the way that these principles are applied will differ to be appropriate for and
relevant and applicable to each organisation.
The main purpose of the independent review and the report is to provide guidance and a roadmap,
based on the King IV report, to the leadership of Grain SA to further strengthen the corporate govern-
ance framework and practices throughout the Grain SA group of entities. Various recommendations
are contained in the report and the application register. This will also be referred to the Executive
during a scheduled training session on 2 February 2023.
COMPANY SECRETARIAT
THE
HAS
GOVERNING BODY
GRAIN SA GROUP
entity
its own
EACH
WITHIN