Acquisitions committee report
This is the report of the acquisitions committee (committee) of The Bidvest Group Limited appointed for the financial year ended June 30 2016 in compliance with the Companies Act and in terms of the JSE Listings Requirements.
The committee has a charter that complies with the Companies Act and King III requirements and is approved by the board of directors (board). Copies are available either from the company secretary on request, or can be downloaded from the Company website.
Membership
The committee is appointed by the board and is made up of the following members: Messrs DDB Band (chairman), EK Diack, HP Meijer (appointed May 27 2016) and LP Ralphs, in line with the charter requirements. The board considers the membership of the committee adequate and the members are adequately experienced to perform the duties in line with the charter requirements.
As a result of the recent unbundling Messrs BL Berson and DE Cleasby resigned from the committee on May 23 2016 and Messrs B Joffe and NG Payne resigned from the committee on May 27 2016. Mr Joffe continues to provide consultancy advice on potential acquisitions to the chief executive and committee as and when required.
Purpose
The primary purpose of the acquisition committee is to:
| – | review any significant acquisition for an in-principle decision as to whether the acquisition should be investigated and pursued; |
| – | recommend to the board planned acquisitions that have been approved to be in the best interests of the shareholders and to the future growth of the Group; and |
| – | inform the board of acquisitions that it does not recommend be considered. |
Duties carried out
The committee met on three occasions during the financial year to consider and recommend to the board a number of potential acquisitions and corporate actions. Key focus areas during this past year included the acquisition of Brandcorp and the unbundling and listing on the JSE of the food businesses (Bidcorp) from the Group.
Attendance
The names of the members who were in office during the period August 30 2015 to August 29 2016 and the number of acquisition committee meetings attended by each of the members are:
| Director | February 4 2016 |
February 16 2016 |
March 16 2016 |
||||
| DDB Band (chair) | ✓ | ✓ | ✓ | ||||
|---|---|---|---|---|---|---|---|
| BL Berson (resigned May 23 2016) | A | A | ✓ | ||||
| DE Cleasby (resigned May 23 2016) | ✓ | ✓ | ✓ | ||||
| D Masson (deceased March 20 2016) | A | A | |||||
| EK Diack | ✓ | ✓ | ✓ | ||||
| B Joffe (resigned May 27 2016) | ✓ | ✓ | ✓ | ||||
| HP Meijer (appointed May 27 2016) | |||||||
| NG Payne (resigned May 27 2016) | ✓ | A | ✓ | ||||
| LP Ralphs | ✓ | ✓ | ✓ |
| A = Apologies |
Conclusion
The committee has performed its duties and responsibilities during the financial year according to its charter.
Signed on behalf of the acquisitions committee by:
Doug Band
Chairman