BOARD OF DIRECTORS CHARTER - wbho.co.za

1 BOARD OF DIRECTORS . CHARTER . wbho BOARD of DIRECTORS CHARTER Page 1 of 7. Introduction The BOARD of DIRECTORS of Wilson Bayly Holmes-Ovcon Limited acknowledges the need for a BOARD CHARTER as recommended in the code of Governance Principles for South Africa 2009 ( King III ) and is subject to the provisions of the Companies Act, Companies Memorandum of Incorporation and any other applicable law or regulatory provision. Role and Purpose The purpose of this CHARTER is to set out the BOARD 's role and responsibilities as well as the requirements for its composition and meeting procedures. Composition The BOARD of DIRECTORS to comprise of at least three DIRECTORS . S66 (2)(b);. A majority of the DIRECTORS shall be independent as assessed by the BOARD .

2 The BOARD will include a chairman and a chief executive officer, these roles will be separate;. The BOARD will appoint a lead independent non-executive director where the chairperson is an executive director to facilitate the resolution of difficulties or conflicts between executive and non-executive DIRECTORS , as well as assist the chairperson in fulfilling the designated tasks where required. (King III);. The BOARD will include an appropriate balance of skills. Where DIRECTORS require training, this will be provided by the company at the company's cost. No single director will be allowed to dominate the BOARD and the majority of DIRECTORS will be independent and non-executive.

3 The Chairperson of the audit committee, also serving as a non-executive director on the main BOARD must remain truly independent should not own shares of the company. (King III);. There will be no conflict of interest between BOARD members or between BOARD members and the company;. There must be a sufficient number of DIRECTORS with the appropriate skills to ensure that the BOARD is able to carry out its duties;. BOARD members will be formally appointed for a period of three years and a third will be available for re-election on a rotational basis at the company's AGM in terms of the Articles of Association of the company;. The age limit for non-executive DIRECTORS is 70 years.

4 wbho BOARD of DIRECTORS CHARTER Page 2 of 7. The age limit for executive DIRECTORS is 60 years, however their conditions of employment can be extended depending on the continued value derived from the particular executive director;. A minimum of two executive DIRECTORS should form part of the main BOARD namely the CEO and the CFO. (King III and JSE Listing Requirements);. The BOARD must review the independence of an independent non-executive director who serves more than 9 years. (King III);. The BOARD 's standards for determining the independence of a director will include the requirements of the JSE Listing Requirements and are set out in Attachment A to this CHARTER ; and DIRECTORS are required to disclose to the BOARD all relevant information which may affect their independence.

5 Loss or gain of independence of a director shall be disclosed to the market immediately. Responsibilities The role of the Chairman is to: Manage the BOARD effectively and provide effective leadership in formulating strategic direction;. Foster a constructive governance culture and apply appropriate governance principles among DIRECTORS and senior management;. Make sure the BOARD is well informed and effective and that the members, individually and as a group, have the opportunity to air differences, explore ideas and generate the collective views and wisdom necessary for the proper operation of the BOARD and the company;. Ensure there are processes and procedures in place to evaluate the performance of the BOARD .

6 The Chairman should meet with individual DIRECTORS once a year to discuss their performance;. Ensure effective communication with shareholders;. Ensure that a formal programme of continuing professional education is adopted at BOARD level. (King III);. Act as a mentor or counsel for the Chief Executive Officer and act as mentor to the other DIRECTORS to enhance their confidence;. Act as the link between the BOARD and the Chief Executive Officer on a day-to- day basis. The role of the CEO is to: Monitor and report performance and conformance with strategic imperatives for the company to the BOARD ;. Organise the structure of the company to achieve its strategic plans;. Set the tone from the top by providing ethical leadership and creating an ethical environment.

7 Ensure that the company complies with all relevant legislative laws and regulations. wbho BOARD of DIRECTORS CHARTER Page 3 of 7. The role of the Company Secretary is to: Be secretary to the BOARD ;. Ensure that the DIRECTORS are aware of the requirements of a listed entity and update the DIRECTORS on any changes in statutory matters. Minute all the meetings held by the BOARD or its sub-committees. Co-ordinate all the necessary training for the BOARD . Maintain the register of interests of the BOARD of DIRECTORS . Powers and Responsibilities The BOARD : Is responsible for approving the strategic direction of the company and the budgets necessary for the implementation thereof;. Is the guardian of the values and ethics of the company.

8 Is responsible for appointing the chief executive officer and the removal thereof in terms of the MOI. (King III);. Shall elect the Chairman and shall be further ratified and confirmed by the shareholders at the AGM. (King III);. Retains full and effective control of the company;. Monitors the management and the implementation of the corporate vision and ensures that at all times there is compliance with the letter and the spirit of the law;. Will communicate with shareholders openly and timeously throughout the year;. May delegate responsibility to an executive committee or BOARD sub-committees. As a rule, the BOARD will not delegate the following: Financial Adoption of any significant change or departure in the accounting policies and practices of the company.

9 Approval of the strategy, business plans and annual budgets and of any subsequent material changes in strategic direction or material deviations in business plans;. Approval of annual financial statements, the approval of interim reports, the valuation, the declaration of dividends and the forfeiture of unclaimed dividends;. Recommendation to shareholders of any increase, reduction or alteration to the share capital of the company and the allotment, issue or other disposal of shares of the company (except for shares allotted under any share incentive scheme). Statutory and Administrative Recommending amendments to the memorandum of incorporation of the company;. Appointment, removal or replacement of the external auditor of the company.

10 Frequency of meetings of the BOARD ;. Convening of general meetings of shareholders of the company;. Prosecution, defense or settlement of legal or arbitration proceedings where material and except in the ordinary course of business;. wbho BOARD of DIRECTORS CHARTER Page 4 of 7. Approval of the rules and amendments to pension and provident funds having a material effect on the actuarial liabilities of those funds;. Appointment and removal of the company secretary;. Variation of the rights attaching to shares where such powers are vested in the DIRECTORS ;. Formulation and amendment of the company's code of conduct. Regulatory Approval of terms and conditions of the company's rights issues, public offers, capital issues or issues of convertible securities including shares or convertible securities issued for acquisitions.