Integrated Report 2018

PPS

INTEGRATED REPORT 2018

CORPORATE

GOVERNANCE REPORT

(continued)

The results of the evaluations are reported to the boards

and any identified areas for improvement are incorporated

into the board training programmes and agendas for

scheduled meetings of the boards and the annual PPS

Group Board Strategy Day. The most recent evaluations

of the boards were performed in November 2018 by an

independent assessor, The Board Practice. The assessments

indicated that the PPS Group boards were effective in

discharging their duties.

RETIREMENT OF BOARD MEMBERS

BY ROTATION

One-third of the maximum of ten elected PPS Holdings

Trust trustees, who are not representatives of a professional

association or co-opted, and are appointed in terms of

clause 5.3.1 of the Trust Deed, and who are in office as

at the date of the annual general meeting, are subject to

retirement by rotation at least every three years, but may

stand for re-election at the annual general meeting, subject

to the approval of the Group Nominations Committee.

There are currently eight elected trustees in office, following

the resignations of Mr M Pillay and Mr B R Topham. The

names and abbreviated curricula vitae of the two trustees

who are retiring by rotation and are eligible for re-election,

as well as of new nominees standing for election, at the

forthcoming annual general meeting to be held on 20 May

2019, are stated in the notice of annual general meeting

commencing on page 186 and up to page 188 of this

Integrated Report.

In accordance with the provisions of the Trust Deed,

PPS Holdings Trust trustees who are representatives of

professional associations and trustees who are co-opted

to the board are also appointed for a three-year term, after

which they are required to retire, but may be nominated

by the professional associations, or be co-opted, subject

to the Nominations Committee’s recommendation, for re-

appointment by the PPS Holdings Trust Board.

INTERESTS IN CONTRACTS AND

CONFLICTS OF INTEREST

PPS Group trustees and directors are required to avoid

conflicts of interest, where possible, and where it cannot

be avoided, to inform the respective board/s on which they

serve timeously of any conflicts or potential conflicts of

interest that they may have in relation to particular items

of business and they are obliged to recuse themselves

from discussions or decisions in relation to such matters.

Trustees and directors are also required to disclose their

interests in, and directorships of, other companies/entities

in accordance with statutory requirements and to inform

the boards when any changes occur.

During the year ended 31 December 2018, none of the

directors/trustees had disclosed any interest in contracts

or arrangements entered into by the PPS Group. The

Chief Executive is required to disclose any appointments

to non-PPS Group boards. Directors and trustees are

required to submit and maintain written declarations of

interests, which are presented to the respective boards at

each board meeting and board members are required to

acknowledge in writing that they have read the written

disclosures submitted.

PROFESSIONAL INDEMNITY

INSURANCE

Adequate Directors and Officer’s liability insurance and

indemnity cover has been effected by the PPS Group in

respect of all its trustees, directors and officers. No claims

under the relevant policies were lodged during the year

under review.