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Governance Structures

Board of directors

PC Baloyi PC Baloyi
PC Baloyi

Paul Cambo Baloyi (61)

Independent non-executive chairman

MBA (University of Manchester), senior executive programme (Harvard Business School), management development programme (University of Stellenbosch)

Paul has over 25 years’ banking experience and previously headed the Development Bank of Southern Africa (DBSA) and DBSA Development Fund. Prior to 2006, he was managing director of Nedbank Africa and a divisional director of Nedbank SA. He is a non-executive director on various boards.

Committee
Nominations and investment.

Appointed to the board in October 2012 and as chairman in January 2015.

K Mapasa

Khathutshelo K2 Mapasa (40)

Acting CEO

Qualifications: BSc chem eng (UCT), programme for management development (Harvard), management of mining and mineral policy (Wits)

Khathutshelo was appointed as the Acting CEO of Basil Read on 01 June 2017. He began his career at Basil Read in 2014 as executive officer of the mining division and an executive committee member. In this role, Khathutshelo successfully led the division to the improvement in all key indicators in a subdued sector, including a 27% revenue increase and a 34% operating profit increase in 2016, compared to the prior year. The new contracts exceeding R900 million awarded to the mining division in 2016 have made a healthy contribution to the Basil Read order book.

Prior to joining Basil Read, Khathutshelo held several domestic and international senior positions within the De Beers group. In his 16 years in the mining industry he has spearheaded various projects that resulted in business performance turnaround and improved project management, including the development and facilitation of a new business strategy to respond to market changes, ensuring both the survival and sustainable performance of businesses he has been involved in.

Khathutshelo serves on the board of directors of Argent Industrial Limited, a JSE-listed industrial company; as well as a privately owned South African Original Equipment Manufacturing company called Kwatani (formerly Joest).

Talib Sadik T Sadik
Talib Sadik

Talib Sadik (51)

Chief financial officer

Qualifications: CA(SA)

Talib has 23 years of executive strategy and financial leadership experience, having previously been the group financial director of Times Media Limited, the De Beers group services and Denel. Talib has extensive experience in turnaround and growth strategy development as well as the execution thereof. He is a chartered accountant with more than 27 years experience.

D Dondur D Dondur
D Dondur

Doris Liana Theresia Dondur (50)

Independent non-executive director

Qualifications: BAcc, BCompt (Hons), CA(SA), MBA (University of Stellenbosch Business School), international executive development programme (Wits)

Doris has over 10 years’ experience as a director in the public and private sectors. She is a fellow of the Institute of Directors (South Africa), member of the Institute of Chartered Accountants (South Africa), and a member of the Institute of Internal Auditors. Her experience includes corporate governance, financial management, auditing, IT, human resources, people management, leadership, change management, labour relations and business coaching. Doris manages her own independent consulting business, and serves as a director on various boards.

Committees
Audit; risk.

Appointed to the board in June 2014.

M Gani M Gani
M Gani

Mahomed Salim Ismail Gani (64)

Indepedent non-executive director

Qualifications: BCompt, BCompt (Hons) (Unisa), CA(SA)

Mahomed has over 30 years of experience in the accounting and audit profession. He was a founding partner of MSGM Masuku Jeena Inc, partner at Saboor Gani & Co and a partner of PricewaterhouseCoopers Inc until 2013. He served as chief financial officer of Alert Steel Holdings Limited until April 2014.

Committee
Audit.

Appointed to the board in April 2015.

TD Hughes TD Hughes
TD Hughes

Terence Desmond Hughes (68)

Non-executive director

Qualifications: P.Eng (UK) MSPE, PrCPM, MSE Civil

Des has over 40 years’ experience in the construction industry, 18 of which were at Basil Read. He started his career at GT Hemingway Consulting Engineers – Cape, subsequently held various positions with ZMG Consulting Engineers – London (UK), Murray & Stewart – Cape, and LTA Building – Cape, before joining Basil Read Building – Cape in 1996. From 2004 until his retirement in 2014, he was managing director of the developments division, responsible for developing mixed-use, integrated new towns throughout South Africa.

Appointed to the board in January 2015.

Dr CE Manning Dr CE Manning
Dr CE Manning

Dr Claudia Estelle Manning (50)

Independent non-executive director

Qualifications: BA (Hons) (University of Natal), MPhil (University of Sussex), DPhil (University of Sussex)

Claudia has worked in the economic development field for over 20 years, managing and financing infrastructure projects, sourcing and closing investment transactions, and related consulting. She worked on the Department of Trade and Industry’s development corridor programme, which originated priority infrastructure investment projects in South Africa and SADC. Claudia chairs the board of the enterprise development company, Mondi Zimele. She is also a nonexecutive director of the Public Investment Corporation (PIC).

Committees
Audit; nominations and investment; remuneration; social, ethics and transformation.

Appointed to the board in August 2012.

ACG Molusi ACG Molusi
ACG Molusi

Andrew Conway Gaorekwe Molusi (55)

Non-executive director

Qualifications: MA (Notre Dame, USA), BJourn (Rhodes)

Connie is chairman of the SIOC Community Development Trust and chief executive officer of Kabo Capital. He has 25 years’ board experience and South African business knowledge, and served as group chief executive officer of Johnnic Communications Limited from 2000 to 2006. He is a director of African Media and Entertainment Limited (chairman), Caxton and CTP Publishers and Printers Limited, and Continental Coal Limited.

Committees
Remuneration; risk; social, ethics and transformation.

Appointed to the board in March 2013.

SS Ntsaluba SS Ntsaluba
SS Ntsaluba

Sango Siviwe Ntsaluba (56)

Non-executive director

Qualifications: BCom, BCompt (Hons) (Unisa), CA(SA), HDip tax law (University of Johannesburg) and a Master’s Degree (MComm) in Development Finance

Sango is a founding member of Amabubesi Investments (Pty) Ltd, and serves on the boards of listed companies and public sector entities. He was a founding member of SizweNtsalubaGobodo and Neotel.

Committees
Nominations and investment; risk.

Appointed to the board in July 2006.

TA Tlelai TA Tlelai
TA Tlelai

Thabiso Alexander Tlelai (53)

Non-executive director

Qualifications: BCom (Memorial University, Newfoundland, Canada)

Thabiso is a founding member and director of Amabubesi Investments (Pty) Ltd. He has been chief executive officer of the Don Group since 2000, and has been in the hotel industry for over 15 years. He is also a founding member and chairman of the Tourism Business Council of South Africa.

Committees
Remuneration; social, ethics and transformation.

Appointed to the board in June 2006.

Independent directors

Executive committee

K Mapasa

Khathutshelo K2 Mapasa (40)

Acting CEO

Qualifications: BSc chem eng (UCT), programme for management development (Harvard), management of mining and mineral policy (Wits)

Khathutshelo was appointed as the Acting CEO of Basil Read on 01 June 2017. He began his career at Basil Read in 2014 as executive officer of the mining division and an executive committee member. In this role, Khathutshelo successfully led the division to the improvement in all key indicators in a subdued sector, including a 27% revenue increase and a 34% operating profit increase in 2016, compared to the prior year. The new contracts exceeding R900 million awarded to the mining division in 2016 have made a healthy contribution to the Basil Read order book.

Prior to joining Basil Read, Khathutshelo held several domestic and international senior positions within the De Beers group. In his 16 years in the mining industry he has spearheaded various projects that resulted in business performance turnaround and improved project management, including the development and facilitation of a new business strategy to respond to market changes, ensuring both the survival and sustainable performance of businesses he has been involved in.

Khathutshelo serves on the board of directors of Argent Industrial Limited, a JSE-listed industrial company; as well as a privately owned South African Original Equipment Manufacturing company called Kwatani (formerly Joest).

N Nicolau Talib Sadik
N Nicolau

Talib Sadik (51)

chief financial officer

Qualifications: CA(SA)

Talib has 23 years of executive strategy and financial leadership experience, having previously been the group financial director of Times Media Limited, the De Beers group services and Denel. Talib has extensive experience in turnaround and growth strategy development as well as the execution thereof. He is a chartered accountant with more than 27 years experience.

A Ndoni A Ndoni
A Ndoni

Andiswa Ndoni (49)

Executive officer: corporate affairs and governance

Qualifications: BProc, LLB, global executive development programme (GIBS), certificate in corporate governance

Andiswa is an attorney of the High Court of South Africa. She was previously company secretary and legal counsel for Ubank Limited. She sits on the Judicial Services Commission and Competition Tribunal. Andiswa has over 20 years’ experience as an attorney and seven as company secretary. She was appointed to Basil Read in January 2013 and as company secretary in March 2013. Her role was expanded in 2015 to include responsibility for all governance-related functions, including internal audit and risk management.

Olivier JP Giot

Olivier Jean-Paul Giot (52)

Executive officer: developments

Qualifications: BCom (IFG Commercial School, Paris)

Olivier has over 20 years of experience in the construction industry, with a particular focus on finance, human resources and strategy. He started his career with the Bouygues construction group in France and was seconded to Basil Read in 2003, where he has held various roles at executive management level.


B Morton

Bruce Seeton Morton (39)

Executive officer: Roads

Qualifications: PrEng, Master in engineering (UC – Berkeley)

Bruce is a transportation and engineering specialist with extensive experience in project and construction management, airport, road and rail design, transportation engineering and specialist auditing. Bruce has worked in over 20 countries across three continents in the transportation sector, delivering projects in excess of USD4 billion.

Corporate governance

Basil Read recognises the value of good corporate governance as recommended in the King III Code of Governance Principles (King III). The board of directors is committed to ensuring Basil Read complies with the Listings Requirements of the JSE Limited, the Companies Act 71 of 2008, as amended (Companies Act), as well as all other codes, regulations and legislation that may apply to the company. As part of our objective to continuously improve corporate governance, we are currently completing the Institute of Directors’ gap analysis and feedback will be provided to shareholders in due course.

The board, with the assistance of various sub-committees and the company secretarial team, has reviewed the application of the King III principles. The findings of this process are reflected in the King III Register below as well as in the Company’s 2013 Integrated Annual Report.

Remuneration report King III register Audit committee report Risk committee report Social, ethics and transformation committee report GRI Index AGM minutes