Sharenet Sites 
Sharenet Sites
Board Changes and Restructure of Altron Board Committees
ALTRON LIMITED
(Registration number 1947/024583/06)
(Incorporated in the Republic of South Africa)
Share code: AEL ISIN: ZAE000191342
(“Altron” or “Group” or “the Company”)
BOARD CHANGES AND RESTRUCTURE OF ALTRON BOARD COMMITTEES
In terms of paragraph 3.59 (a), (b) and (c) of the JSE Listings Requirements and following the
announcement of Board and Committee changes on 29 July 2021, shareholders are advised of further
Board and Committee changes:
Altron Board
Mrs. Berenice Francis resigned as an independent non-executive director of the Board and member
of the Altron Audit Committee and Altron Risk Committee with effect from 10 September 2021 in
order to focus on her existing role as an executive committee member of Motus Holdings Limited. The
Board extends its appreciation to Mrs. Francis for her contribution to the Board and the Altron Group
during her tenure as a member of the Board.
Mr. Tapiwa Ngara has been appointed as a non-executive alternate director to Mr. Antony Ball
effective from 13 September 2021. Mr. Ngara is an experienced investment banking and corporate
finance professional with over 10-years’ experience across public and private markets, having spent
several years in Goldman Sachs’ EMEA Investment Banking Division in London, executing cross-border
M&A, ECM and DCM transactions primarily in the Natural Resources sector. Mr. Ngara is currently an
investment director at Value Capital Partners (“VCP”). Mr. Ngara is a South African Chartered
Accountant by profession having trained in the Audit and Advisory Financial Institutions Services Team
(FIST) at Deloitte in Johannesburg. He holds a Bachelor of Business Science (Finance) degree from the
University of Cape Town and an MBA (full-time) from London Business School where he graduated
with Distinction. Mr. Ngara is a non-executive director of Sun International Limited.
Altron Board Committees’
On assessment of the size and scale of the Altron Group, the Board has agreed to reconstitute and
restructure the following Board Committee’s in order to ensure a focused mandate and streamline
efficiencies within Altron’s existing governance structures:
Altron Audit Committee and Risk Committee
The Board has agreed to combine Altron’s stand-alone Audit Committee and Altron’s stand-alone Risk
Committee into one combined Committee, namely the Altron Audit and Risk Committee (“AARC”)
effective from 13 September 2021. The members of the newly constituted AARC will be:
- Mr. Grant Gelink (Chairman)
- Mrs. Alupheli Sithebe (Member)
- Mr. Robert Venter (Member)
Executive directors of the Board, Messrs. Nyati and Bofilatos resigned as members of Altron’s Risk
Committee effective from 13 September 2021 however, both will remain standing invitees to the
reconstituted AARC. The Board acknowledges that King IV recommends that all members of the audit
committee be independent non-executive directors and the Board will commence a process to
appoint an independent non-executive director to serve as a member of the AARC in due course.
Altron Remuneration Committee and Social, Ethics and Sustainability Committee
The Board has agreed to combine Altron’s stand-alone Remuneration Committee and Altron’s stand-
alone Social, Ethics and Sustainability Committee into one combined Committee, namely the Altron
Remuneration, Social, Ethics and Sustainability Committee (“RemSec”) effective from 13 September
2021. The members of the newly constituted RemSec will be:
- Dr. Phumla Mnganga (Chairman)
- Mr. Antony Ball (Member)
- Mr. Tapiwa Ngara (Alternate to Mr. Antony Ball)
- Mr. Robert Venter (Member)
Messrs. Nyati and van Graan resign as member and Chairman respectively, from Altron’s Social, Ethics
and Sustainability Committee effective from 13 September 2021, both will remain invitees to the
reconstituted RemSec.
Altron Nomination Committee
The Nomination Committee will remain a stand-alone Committee and will comprise of the following
members:
- Mr. Stewart van Graan (Chairman)
- Dr. Phumla Mnganga (Member)
- Mr. Antony Ball (Member)
- Mr. Tapiwa Ngara (Alternate to Mr. Antony Ball)
- Mr. Robert Venter (Member)
- Mr. Grant Gelink (Member)
Altron Investment Committee
The Investment Committee will remain a stand-alone Committee and will comprise of the following
members:
- Mr. Sam Sithole (Chairman)
- Mr. Brett Dawson (Member)
- Mr. Robert Venter (Member)
- Mr. Mteto Nyati (Member)
- Mr. Stewart van Graan (Member)
Major subsidiary oversight – Netstar (Pty) Limited (“Netstar”)
During the course of 2020, Messrs. van Graan and Dawson were appointed to the Netstar Board to
provide guidance to the Netstar management team. Mr. van Graan has resigned as a non-executive
director and chairman from the Netstar Board effective 13 September 2021. Mr. Robert Venter is
hereby appointed as a non-executive director and chairman of the Netstar Board effective from 14
September 2021.
Following her extensive experience with accounting and financial matters, Mrs. Alupheli Sithebe is
hereby appointed as the chairman of the Netstar Financial Reporting and Accounting Committee
(“FRAC”) effective from 14 September 2021.
Board and Committee Fees
The Board will be entitled to the fees as approved by shareholders at the Company’s Annual General
Meeting of the Company held on 27 July 2021. In the instance of the stand-alone Altron Committee’s
which have not been restructured or reconstituted, the Committee member will be entitled to the fee
approved by shareholders at the Company’s Annual General Meeting held on 27 July 2021. In the
instance of the restructured and reconstituted Board Committee’s, namely the AARC and RemSec, the
Committee members will be paid the higher fee of the stand-alone Committee as previously approved
by shareholders of the Company at the Annual General Meeting held on 27 July 2021. (i.e In the
instance of the AARC, if the stand-alone Audit Committee fee was higher than the Risk Committee fee,
then members of the combined AARC will only be entitled to the Audit Committee fee as approved by
shareholders). The Board will review the Board and Committee fees in May 2022, in line with market
practise as required for the reconstituted Committees.
King IV Assertion
The Board has satisfied itself that the above appointments are reflective of the Board’s diversity
policies and in line with succession planning. The respective appointments reflect the spirit and nature
of King IV. The streamlined focus of the Board and Committee members should enhance and
contribute positively to the Altron 2.0 strategy.
Johannesburg
14 September 2021
Sponsor: Investec Bank Limited
Date: 14-09-2021 10:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
