This is after Foord Asset Management, Visio Capital Management and Nedbank Private Wealth requisitioned a meeting of shareholders on 8 December to discuss the state of the current board.
“Shareholders are hereby notified that following discussions initiated by Bheki Sibiya with a number of shareholders, the board of directors of PPC has decided to embark on a process that is much more likely to achieve the best outcome for the company and all of its shareholders,” [DATA PPC:PPC] said.
“In taking into account the views of the shareholders, the board has also considered key corporate governance principles. In light of the above, the requisitionists have delivered to the company a withdrawal notice in respect of the requisitioned meeting.”
The cement maker further stated that it will embark on the process of reconstituting the board based on several principles, including ensuring expertise and experience, continuity, transformation and diversity and renewal, and ensuring a dynamic, energetic, functional and cohesive board.
“The nomination process will be managed by the current nominations committee of the board. A senior advocate from the Johannesburg Bar will act as an independent observer to ensure transparency during the evaluation of nominations to the board,” said PPC.
“The reconstituted board will consist of 12 non-executive directors and shall not include any current or former permanent executive directors of PPC who have served as such within the 10 year period immediately preceding the date of the AGM.”
Sibiya has agreed to lead the board through the transition phase, but has indicated that as soon as stability has been established on the board, he intends to step down as executive chairman and a member of the board.
“Zibusiso Kganyago will act as Sibiya’s alternate non-executive director following the AGM and during the course of the transitional period,” the company added.
“Once Sibiya steps down as executive chairman and member of the board, Kganyago will succeed him as a non-executive director by means of a filling of a vacancy by the board in terms of the company’s memorandum of incorporation.”
Some executives will remain on the board, with a number of the current non-executive directors of PPC, in an effort to facilitate this process of reconstituting the board, offering not to make themselves available for re-election at the AGM.
“The remaining six members of the reconstituted board will be elected by shareholders at the AGM from a list of nominees which will be proposed by the Nominations Committee,” PPC stated.
These individuals include Claudia Estelle Manning, Gesina Trix Coetzer, Bobby Godsell, Peter Gil Nelson, Itumeleng Tumi Dlamini and Keshan Pillay.
“As it is deemed in the best interest of the company to select a new CEO at the earliest possible date, the current board will continue the selection process which could be completed prior to the AGM,” it added.
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“The re-constituted board of 12, comprising only of non-executive directors and the newly appointed CEO shall, as soon as reasonably possible following the AGM, appoint any other executive to the board in accordance with the JSE listings requirements.”