Johannesburg - The multiple roles played by Nampak chairman Trevor Evans as well as his lack of independence had been queried by the JSE, shareholders at yesterday's Nampak annual general meeting were told.
Evans, who was chairing yesterday's meeting, became chairman of Nampak in 2003 when he retired from his position as chief executive of the group. He is also chairman of Nampak's remuneration committee and a member of the audit committee.
It is the second consecutive year that Nampak's board has come under fire from minority shareholders who have expressed concerns about corporate governance structures and the poor operating performance of the group.
Shareholder activist Theo Botha said yesterday that in terms of the recommendations of the King report on corporate governance, the chairman of the remuneration committee should be independent.
Botha also pointed out that the report recommended that the chairman of the board should not be a member of the audit committee.
In response, Evans said that the JSE Securities Exchange had raised the matter with Nampak and that the Nampak board had pointed out that compliance with the King report recommendations was not compulsory. The only requirement was that any non-compliance was disclosed.
Evans also said that in terms of the requirements of the King report he would be deemed to be independent in September this year, which is three years after retiring from the position of chief executive.
Evans said that he was not aware of the report's restriction on the chairman being a member of the audit committee.
But section 6.3.2 of the King report states: "The board chairperson should not be a member of the audit committee at all, but could be invited to attend meetings as necessary by the chairperson of that committee."
When Botha raised concerns about the dominance on the various committees of former executive directors of the group, Evans replied: "When structuring committees you have to look at the skills and knowledge available. I don't see it as a problem as long as there are enough checks and balances."
On the matter of director Thys Visser being described as an independent non-executive director in previous financial years, Botha said that this was contrary to the King report as Visser represented Rembrandt, which is a major shareholder in Nampak.