Directorate

 
GT Ferreira Gerrit Thomas Ferreira [63] Non-executive chairman / BCom, Hons B (B&A), MBA

Appointed: December 2010 GT Ferreira has been involved in the financial services sector since graduating from the University of Stellenbosch. He started his career at the Bank of Johannesburg in 1972 and was a co-founder of Rand Consolidated Investments (“RCI”) in 1977. RCI acquired control of Rand Merchant Bank (“RMB”) in 1985 and he was managing director of RMB from 1985 to 1988 after which he was elected as executive chairman. When RMBH was founded in 1987, he was appointed chairman, a position which he still holds. Following the formation of FirstRand he was appointed non-executive chairman from 1998 to 2008. He is a member of the Council of the University of Stellenbosch.

RMIH – committee memberships: Management committee // Directors’ affairs committee
Listed directorships: Remgro Limited // RMB Holdings Limited – chairman

Peter Cooper Peter Cooper [55] Chief executive officer / Financial director / BCom (Hons), CA (SA), HDipTax

Appointed: December 2010 Peter Cooper graduated from the University of Cape Town. After qualifying as a chartered accountant he worked in the financial services sector, first as a tax consultant and later specialising in structured finance with UAL Merchant Bank. He joined RMB’s Special Projects division in 1992 and transferred to RMB Holdings in 1997. He represents RMI Holdings on the boards of its unlisted investments.

RMIH – committee memberships: Management committee
Listed directorships: Discovery Holdings Limited // RMB Holdings Limited

Laurie Dippenaar Lauritz Lanser Dipenaar [62] Non-executive / MCom, CA (SA)

Appointed: December 2010 Laurie Dippenaar graduated from Pretoria University, qualified as a chartered accountant with Aiken & Carter (now KPMG) and spent three years with the Industrial Development Corporation before becoming a co-founder of RCI in 1977. He became an executive director of RMB in 1985. He was appointed managing director of RMB in 1988, which position he held until 1992 when RMBH acquired a controlling interest in Momentum. He served as executive chairman of that company from 1992 until the formation of FirstRand in 1998. He was appointed as the first chief executive of FirstRand and held this position until the end of 2005 when he assumed a non-executive role. He was elected to the position of chairman of FirstRand in November 2008 and chairman of MMI Holdings in December 2010.

RMIH – committee memberships: Management committee // Directors’ affairs committee
Listed directorships: FirstRand Limited – Chairman // MMI Holdings Limited – Chairman // RMB Holdings Limited

Jan Dreyer Jan Wilem Dreyer [60] Independent non-executive / BCom, LLB, HDip Co Law, HDipTax

Appointed: December 2010 Jan Dreyer is a graduate of Stellenbosch University and the University of the Witwatersrand. He joined Edward Nathan Friedland Mansell & Lewis where he was admitted as an attorney in 1975. Thereafter he joined Hofmeyr Van der Merwe & Botha, where he worked as a commercial lawyer. He was admitted as a partner in 1978 and was chairman of the firm from 1993 until 1999. In 2000 Jan left the legal profession to join Rembrandt Group as an executive director. Upon the split of that company into Remgro and Venfin, he became a non-executive director of each of the two companies. He was re-appointed an executive director of Remgro during November 2008. He joined the board of RMB in 1984 and on the formation of RMBH, joined its board.

RMIH – committee memberships: Audit and risk committee // Directors’ affairs committee // Social and ethics committee
Listed directorships: Remgro Limited // Dorbyl Limited // RMB Holdings Limited

Jannie Durand Jan Jonathan durand [44] Non-executive / BAcc (Hons), MPhil, CA (SA)

Appointed: December 2010 Jannie Durand is the former Chief Executive Officer of Venfin Limited and currently Chief Investment Officer at Remgro Limited. A Chartered Accountant (SA), he holds a BAcc(Hons) degree from the University of Stellenbosch and as a Rhodes Scholar, he completed an MPhil (Management Studies) at Oxford University.

RMIH – committee memberships: Directors’ affairs committee
Listed directorships: Remgro Limited // Rainbow Chicken Limited // Discovery Holdings Limited // Capevin Investments Limited

Pat Goss Patrick Maguire Goss [63] Lead independent non-executive / BEcon (Hons), BAccSc (Hons), CA (SA)

Appointed: December 2010 Pat Goss graduated from the University of Stellenbosch. He qualified as a chartered accountant with Ernst and Young and then joined the Industrial Development Corporation. He has served as a director on various group companies for the past 30 years. A former chairman of the Natal Parks Board, his family interests include Umgazi River Bungalows and other conservation related activities.

RMIH – committee membership: Directors’ affairs committee

Listed directorships: FirstRand Limited // RMB Holdings Limited

Paul Harris Paul Kenneth Harris [61] Non-executive / MCom

Appointed: December 2010 Paul Harris graduated from the University of Stellenbosch and joined the Industrial Development Corporation. He was a cofounder of RCI in 1977 and he became an executive director of the RMB in 1985. He spent four years in Australia where he founded Australian Gilt Securities (later to become RMB Australia) and returned to South Africa in 1991 as deputy managing director of RMB. In 1992, he took over as chief executive officer. Subsequent to the formation of FirstRand, he was appointed chief executive officer of FirstRand Bank Holdings in 1999, a position he held until December 2005 when he was appointed chief executive officer of FirstRand. He retired from his executive position at the end of December 2009.

RMIH – committee memberships: Management committee // Directors’ affairs committee

Listed directorships: FirstRand Limited // MMI Holdings Limited // Remgro Limited // RMB Holdings Limited

Thabo Vincent Mokgatlha [36] Independent non-executive / BCompt (Hons) CA (SA)

Appointed: May 2011 Thabo Mokgatlha is a chartered accountant, having completed his articles with Coopers & Lybrand (now PwC). He previously lectured at the University of the North West. Thabo is the Executive: Treasury and Business for the Royal Bafokeng Nation.

RMIH – committee memberships: Audit and risk committee // Directors’ affairs committee // Social and ethics committee

Listed directorships: FirstRand Limited // Remgro Limited // MMI Holdings Limited // RMB Holdings Limited // Impala Platinum Holdings Limited

Sonja Sebotsa Sonja Emilia Ncumisa Sebotsa [39] Independent non-executive / LLB (Hons) LSE, MA (McGill), SFA

Appointed: December 2010 Ms Sebotsa is a principal partner in Identity Partners, an investment firm which holds equity investments, carries out advisory work and facilitates finance for SMEs by the Identity Development Fund. Sonja Sebotsa’s areas of study were in Law, Business and Economics. She had been an executive director of WDB Investment Holdings where she led the structuring of WDB’s participation in the FirstRand BEE transaction. As a result, she served as WBD’s representative on the FirstRand Board. She was previously a vice president in the investment banking division of Deutsche Bank, in Mergers & Acquisitions and Corporate Finance.

 

RMIH – committee memberships: Audit and risk committee // Directors’ affairs committee // Social and ethics committee

Listed directorships: Discovery Holdings Limited // Anglo Platinum Limited // Mr Price Group Limited // RMB Holdings Limited

Khehla Shubane Khehla Cleopas Shubane [55] Independent non-executive / BA (Hons), MBA

Appointed: December 2010 Khehla Shubane graduated at the University of the Witwatersrand. Prior to this he was a student at the University of the North where his studies were terminated following his arrest for political activities, conviction and sentence which he served on Robben Island. Upon his release he was employed at Liberty Life for a short time. He served on various political organisations until joining the Centre for Policy Studies in 1988. He is an author and has co-authored several political publications, and is a member of the board of the Centre for Policy Studies.

RMIH – committee memberships: Directors’ affairs committee

Listed directorships: MMI Holdings Limited // RMB Holdings Limited

Thys Visser Matthys Hendrik Visser [56] Non-executive / BCom (Hons), CA (SA)

Appointed: Thys Visser is a chartered accountant who qualified with Arthur Young & Company in Cape Town before joining Rembrandt Group Limited where he held a number of positions, including Financial Director in 1991 and Managing Director in 1992. He is currently chief executive officer of Remgro Limited.

RMIH – committee memberships: Directors’ affairs committee
Listed directorships: FirstRand Limited // Remgro Limited // Distell Group Limited // Mediclinic International Limited // Rainbow Chicken Limited – Chairman // RMB Holdings Limited


Directors’ interests in ordinary shares of RMI Holdings

Directors have disclosed the following interest in the ordinary shares of RMI Holdings at 30 June 2011:

000’s    Direct   
beneficial   
Indirect   
beneficial   
Held by   
associate   
Total   
2011   
P Cooper    539    –   3 061   3 600   
LL Dippenaar   –   85 179   233   85 412  
JW Dreyer   1   –   –   1  
JJ Durand   –   –   –   –  
GT Ferreira   20 982   149   60 104   81 235  
PM Goss   –   11 580   –   11 580  
PK Harris   1 420   27 936   –   29 356  
TV Mokgatlha   –   –   –   –  
SEN Sebotsa   –   –   –   –  
KC Shubane   3   –   –   3  
MH Visser   –   –   –   –  
Total interest   22 945   124 844   63 398   211 187  

Since the end of the financial period to the date of this report, the interest of directors remained unchanged.

Directors’ emoluments

Schedule of directors’ emoluments in respect of the period ended 30 June 2011:

  Services  
as director  
R000’s  
Cash  
package  
R000’s  
Other  
benefits  
R000’s  
Performance  
related  
R000’s  
Total  
2011  
R000’s  
Executive            
P Cooper – Accrued in personal capacity   –   –   –   2 550   2 550  
     – Paid to RMBH   –   613   137   –   750  
  –   613   137   2 550   3 300  
Non-Executive            
GT Ferreira   58   –   –   –   58  
LL Dippenaar   20   –   –   –   20  
JW Dreyer   20   –   –   –   20  
JJ Durand   20   –   –   –   20  
PM Goss   20   –   –   –   20  
PK Harris   20   –   –   –   20  
TV Mokgatlha   5   –   –   –   5  
SEN Sebotsa   20   –   –   –   20  
KC Shubane   20   –   –   –   20  
MH Visser   20   –   –   –   20  
Total   223   613   137   2 550   3 523  
Notes:
  1. “Other benefits” comprise provident fund and medical aid contributions.
  2. “Performance related” payments are in respect of the period ended 30 June 2011, but will become payable in tranches during the next two years.
  3. Director fees for serviced rendered by Messrs Durand and Visser were paid to the Remgro group.
  4. Mr Cooper’s executive remuneration is paid for by RMBH. RMBH recovers a portion of his remuneration and other infrastructure costs from RMI Holdings.


Directors’ emoluments paid by subsidiaries and asociates

Schedule of directors’ emoluments paid by subsidiaries and associates in respect of the period ended 30 June 2011:

Services as director   Total  
2011  
R000’s 
Executive    
P Cooper   754  
Non-Executive    
GT Ferreira   –  
LL Dippenaar   1 195  
JW Dreyer   –  
JJ Durand   –  
PM Goss   –  
PK Harris   388  
TV Mokgatlha   –  
SEN Sebotsa   360  
KC Shubane   461  
MH Visser   –  
Total   3 158  
Note:
   1. Director fees for serviced rendered by Mr Cooper were paid to RMI Holdings.


Board meetings

The board met twice since the listing on the JSE Limited and attendance was as follows:

  March  
2011  
May  
2011  
GT Ferreira – Chair        
P Cooper        
LL Dippenaar      
JW Dreyer         
JJ Durand      
PM Goss        
PK Harris        
TV Mokgatlha – appointed 25 May 2011     
SEN Sebotsa        
KC Shubane        
MH Visser        


Management committee meetings

The management committee met during the period on a regular basis. The members of the management committee are Mr GT Ferreira (Chair) and Messrs P Cooper, LL Dippenaar and PK Harris.


Audit and risk committee meetings

The audit and risk committee held its first meeting on 7 September 2011 and in attendance was Messrs Dreyer, Mokgatlha and Ms Sebotsa.


Directors’ affairs committee meetings

Since all non-executive directors are members of this committee, matters relating to the charter of this committee are dealt with as an integral part of the normal proceedings of the quarterly board meetings. When these issues are discussed, it is usual for the chief executive officer to excuse himself from the meeting.

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