111 4. Amendments to the founding documents of Grain SA and related entities 4.1 GRAIN SA CONSTITUTION RELATING TO MEMBERSHIP 4.1.1 New category of membership Allowing for student membership, providing for students who: Completed grade 12; Do not produce grain; Wants to associate with Grain SA, and Pay the membership fees as determined from time to time. Student members are not eligible to vote at Congress, but may attend Congress as observers. 4.1.2 Timelines for membership For accounting purposes, to be consolidated in the group financial statements, for the term 1 October to 30 September annually, and To qualify for as voting delegates to Congress, membership and levies to be paid up to the end of February preceding Congress. 4.2 THE MEMORANDUM OF INCORPORATION (MOI) OF PHAHAMA GRAIN PHAKAMA NPC 4.2.1 The requirement that the CEO of Grain SA must serve ex officio as Chairperson of the Board was amended. The MoI now determines that: a) The CEO of Grain SA serves ex officio as the managing director, and b) That the Chairperson of the Board be elected from the ranks of directors as nominated by the Grain SA Board, and c) That the CEO reports directly to the managing director, and not to the Chairperson of the Board. 4.3 The Delegations of Authority (DoA’s) from the Grain SA Board to the boards of directors of Nampo (Pty) Ltd and Phahama Grain Phakama NPC. 4.3.1 Delegation of Authority (DoA) from Grain SA Board 4.3.1.1 The Grain SA Board owns all Delegation of Authority in Grain SA and underlying structures and entities. 4.3.1.2 Changes to the Delegation of Authority may be proposed from time to time, but must be approved by the Grain SA Board. 4.3.1.3 The Delegation of Authority sets roles and responsibilities and levels of authority as delegated from Grain SA Board to subordinate structures and entities in the group. 4.3.2 Nampo (Pty) Ltd 4.3.2.1 Delegation of Authority had been approved for: a) Operations during the annual NAMPO event at NAMPO Park, clearly defining the role of the Harvest Day Committee and when actions must be escalated for final approval to the CEO and Grain SA Chairperson. b) The appointment of auditors, to align with the requirements of the Grain SA Constitution, with Grain SA as the sole shareholder. 4.3.3 Phahama Grain Phakama NPC 4.3.3.1 Delegation of Authority had been added relating to the appointment of an auditor, with final approval by the Grain SA Board, to ensure consolidated statements within the group. COMPANY SECRETARY
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