109 group enabling services 1. Introduction and value proposition 1.1 In terms of Section 76 of the Companies Act of 2008, a director (including Board or committee members) must exercise his powers and perform his duties: i) In good faith and for a proper purpose; ii) In the best interest of the company; and iii) With the degree of care, skill and diligence that may reasonably be expected. 1.2 These fiduciary duties are applicable to the members of the Grain SA Board, trustees or directors who serve on boards within the Grain SA group of entities. 1.3 VALUE PROPOSITION: COSEC The CoSec Team must continue to be the trusted advisor and strategic partner within the group, ensuring robust governance, regulatory compliance and efficient Board management to support strategy, within the group. Key focus areas had been agreed upon during the annual strategic session relating to governance, risk, compliance and legal requirements. Objectives had been set, and were implemented accordingly, with due quarterly planning. The status of implementation had been reported at ExCo and Board meetings. 2. Grain SA and related entities: Business model 2.1 Congress 2024 resolved to restructure Grain SA into a group of entities, to ensure that Grain SA continues to render member related services, with a secondary board structure to focus on Research, Farmer Development and commercial activities, as follow: 2.2 GRAIN SA NPO AND RELATED ENTITIES CoSec a trusted advisor and strategic partner Company Secretary (CoSec) Primary focus Member interests Corporate governance and oversight Performance targets and measurement Primary focus Development Research Commercial GRAIN SA NPO 33 Regions Grain SA Secondary boards Congress Board Executive Committee Grain SA CEO + Management Services PGP NAMPO CPT
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