MOBILE
  Annual Report 2005     E-mail

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Highlights Statutory Financials
 
 

 
STATUTORY
 
CORPORATE GOVERNANCE

Board of directors | Sub-committees of the board | Board and audit committee terms of reference | Risk management | Code of ethics | Restriction on trading in securities | Stakeholder communication | Access to information |

The board of directors endorses the Code of Corporate Practices and Conduct in the King II Report on Corporate Governance. Ongoing enhancement of corporate governance principles is a global movement, fully supported by the board and the board will continue to adopt, as appropriate, existing and new principles which advance good practical corporate governance and add value to the group's business activities.

It must be noted that Mobile is an investment holding company, has no employees and is classified as the pyramid company of Trencor Ltd ('Trencor') in terms of the Listings Requirements of the JSE.

The board is of the opinion that the group has, in all material respects and where relevant, complied with the Code during the year under review.

The salient features of the group's corporate governance are set out below.

BOARD OF DIRECTORS

COMPOSITION

The names and brief résumés of the directors appear under Directorate / Brief Résumés. The board currently comprises four non-executive directors, two of whom qualify as independent non-executive directors in terms of the King II Report.

There is a procedure for appointments to the board and such appointments are formal and transparent and a matter for the board as a whole. 

The directors have considerable experience and an excellent understanding of the group's business and all serve on the board of Trencor.

The board as a whole is satisfied that no one director or block of directors has undue power on decision-making.

PROFESSIONAL ADVICE

All directors have access to the company secretary and are entitled to obtain independent professional advice, at the company's expense if required.

MEETINGS

The board meets regularly on a scheduled quarterly basis and at such other times as circumstances may require. During the year ended 31 December 2005, four meetings were held and these were attended by all directors.

Board papers are timeously issued to all directors prior to each meeting and contain relevant detail to inform members of the financial position of the group.

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DIRECTORS' SERVICE CONTRACTS

None of the directors are bound by any service contracts. In terms of the articles of association, not less than one-third of the directors are required to retire by rotation at each annual general meeting of the company and may offer themselves for re-election. The appointment of new directors during the year is required to be confirmed at the next annual general meeting and such new directors are required to retire at such annual general meeting, but may offer themselves for re-election.

DIRECTORS' REMUNERATION

No remuneration is paid to the directors and, accordingly, no remuneration committee has been established.

DIRECTORS' INTERESTS

The number of securities held by the directors in the issued securities of the company at 31 December 2005 and 2004 were as follows:

      BENEFICIAL
      NON-BENEFICIAL
 
DIRECT INDIRECT DIRECT INDIRECT TOTAL
ORDINARY SHARES  
H A GORVY 105 000 247 105 247
C JOWELL 482 806 46 461 862 88 148 47 032 816
N I JOWELL 24 553 50 370 649 50 395 202
E OBLOWITZ
612 359 96 832 758 88 148 97 533 265
'N' ORDINARY SHARES     
H A GORVY 10 939 10 939
C JOWELL 967 987 79 448 068 176 380 80 592 435
N I JOWELL 49 128 79 436 695 79 485 823
E OBLOWITZ
1 017 115 158 895 702 176 380 160 089 197
6% CONVERTIBLE DEBENTURES     
H A GORVY
C JOWELL 3 532 43 637 640 47 809
N I JOWELL 178 42 562 42 740
E OBLOWITZ
3 710 86 199 640 90 549

There have been no changes in these interests between the financial year-end and the date of this report.

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SUB-COMMITTEES OF THE BOARD

AUDIT COMMITTEE

On 25 August 2004, the board formally established its own separate audit committee to assume the functions relating to the company which were previously conducted by the audit committee of Trencor. Messrs E Oblowitz (committee chairman) and HA Gorvy, both independent non-executive directors, serve on the committee.

The committee meets at least twice a year, prior to the finalisation of the group's interim results and reviewed annual results, and at such other times as may be required. The committee is primarily responsible for assisting the board in carrying out its duties in regard to accounting policies, internal controls and audit, financial reporting, identification and monitoring of risk, and the relationship with the external auditors.

In addition to the committee members, the chairman of the board and certain Trencor group executives are normally invited to attend meetings of the committee as observers. The external auditors attend all meetings and have direct and unrestricted access to the audit committee at all times.

During the year, the committee met on two occasions. The meetings were attended by both members.

In addition, the committee chairman meets separately with the external auditors on an ad-hoc basis. 

The audit committee is satisfied that the external auditors are independent in the discharge of their duties. The use of the services of the external auditors for significant non-audit services is considered by the committee on an ad-hoc basis.

Where appropriate, the internal audit function is primarily outsourced to suitably qualified independent external parties which are contracted on an ad-hoc basis to perform certain internal audit functions in terms of specified terms of reference and to report thereon to the audit committee. The internal auditors have direct and unrestricted access to the audit committee.

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OTHER

There are no other sub-committees of the board. All other matters are considered by the full board.

BOARD AND AUDIT COMMITTEE TERMS OF REFERENCE

The board is ultimately accountable and responsible for the performance and affairs of the group. In essence, it provides strategic direction to the group, monitors and evaluates performance and management of its subsidiaries and associate company, determines policies and processes to ensure effective risk management and internal controls, determines policies regarding communication and is responsible for ensuring an effective composition of the board. 

Formal detailed terms of reference for the audit committee have been approved and implemented and will be reviewed by the board on a regular basis.

RISK MANAGEMENT

Responsibility for managing the group's risk lies with the board of directors. However, shareholders are referred to the report on corporate governance published in the accompanying Trencor annual report relating to its significant risk exposures which could have an effect on Mobile.

CODE OF ETHICS

The board agreed a formal code of ethical conduct in 1998 which seeks to ensure high ethical standards. All directors are expected to strive at all times to adhere to this code, and to enhance the reputation of the group. The code is signed by all directors at least every three years.

Any transgression of the code is required to be brought to the attention of the audit committee.

RESTRICTION ON TRADING IN SECURITIES

A formal policy, implemented some years ago, prohibits directors and officers from dealing in the company's securities, and those of Trencor, from the date of the end of an interim reporting period until after the interim results have been published and similarly from the end of the financial year until after the reviewed annual results have been published. Directors and officers are reminded of this policy prior to the commencement of any restricted period.

In addition, no dealing in the company's securities is permitted by any director or officer whilst in possession of information which could affect the price of the company's securities and which is not in the public domain.

Directors of the company and of its subsidiaries are required to obtain clearance from Mobile's chairman (and in the case of the chairman, or in the absence of the chairman, from the chairman of the audit committee) prior to dealing in the company's securities, and to timeously disclose to the company full details of any transaction for notification to and publication by the JSE.

STAKEHOLDER COMMUNICATION

Members of the board meet on an ad-hoc basis with institutional investors, investor analysts, individuals and members of the financial media. Discussions at such meetings are restricted to matters that are in the public domain.

Shareholders are informed, by means of press announcements and releases in South Africa and/or printed matter sent to such shareholders, of all relevant corporate matters and financial reporting as required in terms of prevailing legislation. In addition, such announcements are communicated via a broad range of channels in both the electronic and print media. The company maintains a corporate website containing financial and other information, including interactive interim, reviewed and annual results. The site has links to the website of Trencor and to each of its major operating subsidiary companies.

ACCESS TO INFORMATION

The company and its subsidiaries are compliant with the provisions of the Promotion of Access to Information Act. The manual in terms of this legislation is available from the registered office of the company and on the company's website.

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