Thursday, February 23, 2012

  Executive
Audit
Nominations & Remuneration
Risk & Compliance
Asset & Liability
Social & Ethics
CS Seabrooke
Independent
Non-executive
    X   X
P Langeni
Independent
Non-executive
  X X     X
B Madumise
Independent
Non-executive
          X
D Tabata
Independent
Non-executive
    X      
R Shuter
Independent
Non-executive
  X   X X
S Zagnoev
Non-executive    X X      
R Rossi
Non-executive       X  
M J Lamberti
Executive X     X X X
J Jawno
Executive X   X X X
T N Jacobs
Executive X
    X X
S Kark
Executive X
         
M Mendelowitz
Executive X          
Management              
D Hurwitz
Chief Risk Officer
X      
T Kier CEO SA Taxi
X     X

S Stone
Executive
Deputy
Chairman
Bayport
X     X  
C van der Walt
CEO MBDCS
X     X    
M Herskovits
Divisional Head of Debt Capital Markets
      X
L Acres
Human Capital Executive

        X
* Chairperson of committees denoted in bold.

 


Executive Committee

The primary objective of the Executive Committee of Transaction Capital (Execucom) is to enhance the group’s growth and sustainability beyond that encapsulated in the strategies, plans and budgets of subsidiary companies by driving and co-ordinating new initiatives, innovation, and intra-group activities.

The executive committee is constituted at the discretion of the chief executive and comprises Transaction Capital’s most senior line and functional executives.

Assets and Liabilities Committee

The Asset and Liability Committee (ALCO) ensures that all financial commitments are and will be managed and that the group will have adequate capital, funding and facilities to meet its growth targets.

The ALCO is specifically mandated to oversee the management of the following risks:

  • Liquidity
  • Interest rate
  • Currency
  • Funding policies
  • Monitoring and consideration of relevant regulatory developments

Audit Committee

The Audit Committee is elected annually by the shareholders of the company in terms of section 94(2) of the Companies Act, 2008. It has an independent role with accountability to both the shareholders and the board of directors. Its functions and responsibilities are defined in the Companies Act, King III and the company’s Memorandum of Incorporation and are encapsulated in the charter adopted by the audit committee as approved by the board.

The audit committee reports externally to shareholders in compliance with its statutory duties. The chairperson of the audit committee is required to attend the annual general meeting of the company in order to respond to questions which pertain to issues for which the committee is responsible. The audit committee also reports internally to the board on both its statutory duties as well as the responsibilities assigned to it by the board in terms of its charter.

The board requires, under a resolution adopted in terms of section 94(2)(b) of the Companies Act, that the audit committee also perform its duties on behalf of the majority of the company’s subsidiaries, other than those that are required to establish separate audit committees in terms of their credit ratings.

Risk and Compliance Committee

The Risk and Compliance Committee primarily provides oversight of risk management within the group and recommends appropriate actions to the board for its consideration and final approval. The role of the risk and compliance committee is to assist the board to ensure that:
  • appropriate processes for determining risk appetite and risk tolerance are followed and that these are reviewed as required by the dynamics of the business;
  • the implementation of controls around risk appetite and risk tolerance is monitored so that it remains effective and delivers the expected results;
  • an effective risk management policy and plan has been implemented to enhance the group’s ability to achieve its strategic objectives;
  • disclosure with regard to risk is comprehensive, timely and relevant; and
  • risk management is appropriately entrenched in the group.

Nominations and Remuneration Committee

The Nominations and Remunerations Committee's primary objective is to provide independent oversight and make recommendations to the board with regard to the appointment of senior executives and non- executive directors as well as appropriate remuneration policies for the group, for its consideration and final approval

Social and Ethics committee

As required in terms of section 72 the Companies Act 2008, a  Social and Ethics Committee has been appointed with effect from 1 October 2011. This committee will perform the functions prescribed in terms of Regulation 45 of the Companies Regulations, 2011, on behalf of all subsidiaries of the company.

Transaction Capital Group Companies


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