Directors' report

The directors have pleasure in presenting their report for the year ended June 30 2013.

Nature of business

The company is an investment holding company with subsidiaries operating in the services, trading and distribution industries.

Financial reporting

The directors are required by the Companies Act No 71 of 2008, as amended (the Act), to produce financial statements, which fairly present the state of affairs of the company and the Group as at the end of the financial year and the profit or loss for that financial year, in conformity with International Financial Reporting Standards (IFRS) and the Act.

The financial statements as set out in this report have been prepared by management in accordance with IFRS and the Act and are based on appropriate accounting policies supported by reasonable and prudent judgements and estimates.

The directors are of the opinion that the financial statements fairly present the financial position of the company and of the Group as at June 30 2013 and the results of their operations and cash flows for the year then ended.

The directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

Share capital

No shares were issued during the year under review (2012: 386 357).

Acquisitions and disposals

The Group undertook a number of smaller acquisitions during the year. Details of assets acquired and liabilities assumed are contained in note 11 to these financial statements.

Subsequent events

With effect from July 1 2013 the Group acquired the entire issued share capital of Home of Living Brands Holdings Limited (formerly Amalgamated Appliance Holdings Limited) that it did not already own, for a consideration of R532 million (refer note 40).

Results of operations

The results of operations are dealt with in the consolidated income statement, segmental analysis and commentary.

Movement in treasury shares

In terms of general authorities granted to the company to repurchase its ordinary shares, the latest being shareholder authority obtained at the annual general meeting of shareholders held on November 26 2012, a maximum of 65 546 986 ordinary shares may be acquired by the company of which 32 773 493 may be acquired by its subsidiaries.

A total of 1 043 213 ordinary shares were disposed of at an average price of R85,29 per share in settlement of share options exercised by staff.

Dividends

An interim gross cash dividend of 324,0 cents per share (2012: 280,0 cents per share) was declared by the directors to those members registered on the record date, being Thursday, March 28 2013.

Subsequent to year-end, a final cash dividend of 396,0 cents per share (2012: 342,0 cents per share) was declared by the directors to members register on the record date, being September 20 2013. The salient dates are:

Distribution dates:  
Last day to trade cum-distribution Friday, September 13 2013
Trading ex-distribution commences Monday, September 16 2013
Record date Friday, September 20 2013
Payment date Monday, September 23 2013

Payments to shareholders

Approval was obtained at the last annual general meeting for the company to make payments which would reduce its share capital, share premium, and/or reserves in terms of the Act.

Special resolutions

Special resolutions were passed at the annual general meeting of shareholders held on Monday, November 26 2012 in regard to a general authority to enable the company to acquire its own shares, approval of non-executive directors’ remuneration for the 2013 financial year, general authority to provide financial assistance to related or inter-related companies and corporations in terms of sections 44 and 45 of the Companies Act No 71 of 2008, as amended and the adoption of the new memorandum of incorporation (MoI).

Special resolutions were passed by certain subsidiaries to accommodate the acquisition of various businesses, to change their names and the general authority to provide financial assistance to related or inter-related companies and corporations in terms of sections 44 and 45 of the Companies Act No 71 of 2008, as amended. All South African subsidiaries passed a special resolution for the adoption of a new MoI.

Directorate

Fred Barnes, Lionel Jacobs, Joseph Pamensky and Alan Salomon did not offer themselves for re-election as directors of Bidvest at the AGM held on November 26 2012.
Peter Nyman retired and Rachel Kunene and Muriel Dube resigned from the board with effect from November 26 2012.

The board expresses their thanks to the aforementioned directors for their dedication, advice and guidance provided to the board over the past number of years and wishes them well in the future.

It was announced on March 25 2013 that Cyril Ramaphosa retired from the position of chairman of Bidvest, however would remain a board member until the AGM. The board extends it sincere thanks and gratitude to Cyril for his leadership over the past nine years. Lorato Phalatse, who is an independent non-executive director on the board, was appointed to succeed Cyril as the new chairperson of Bidvest.

In terms of the Company’s MoI the directors who retire by rotation at the forthcoming annual general meeting are Brian Joffe, Bernard Berson, Alfred da Costa, Stephen Koseff,
Nigel Payne and Adv Pansy Tlakula. Stephen Koseff has decided not to make himself available for re-election. All other retiring directors are eligible and have made themselves available for re-election.

Attendance

The names of the directors who were in office during the period August 25 2012 to August 24 2013 and the details of board meetings attended by each of the directors are:

Director Date of
appointment
November 26
2012
March 1
2013
March 18
2012
May 30
2013
August 6
2013
August 23
2013
 
Independent non-executive chairperson                
CWL Phalatse* April 20 2012 ^ ^ ^ ^ ^ ^  
Independent non-executive directors      
PC Baloyi April 20 2012 ^ ^ ^ ^ ^ ^  
DDB Band October 27 2003 ^ ^ ^ ^ ^ ^  
A da Costa December 8 2003 ^ ^ ^ ^ A ^  
EK Diack April 20 2012 A ^ ^ ^ ^ ^  
S Koseff June 17 1997 A A A ^ A A  
AK Maditsi April 20 2012 ^ ^ ^ ^ ^ ^  
D Masson March 10 1992 ^ ^ ^ ^ ^ ^  
NG Payne June 30 2006 ^ ^ ^ ^ A ^  
MC Ramaphosa~ July 6 2004 ^ A A ^ A A  
T Slabbert August 20 2007 ^ ^ ^ A A ^  
FDP Tlakula June 30 2006 ^ ^ ^ ^ A ^  
Executive directors  
B Joffe March 1 1989 ^ ^ ^ ^ ^ ^  
BL Berson October 27 2003 ^ ^ ^ ^ ^ ^  
DE Cleasby July 9 2007 ^ ^ ^ ^ ^ ^  
AW Dawe June 30 2006 ^ ^ ^ ^ ^ ^  
LP Ralphs May 19 1992 ^ ^ ^ ^ ^ ^  
Alternate                
LJ Mokoena (alternate to AA da Costa) December 8 2003              
^ Attended in person, by video-conference or tele-conference.
A Apologies tendered.
* Appointed chairperson on March 25 2013.
~ Retired as chairman on March 25 2013.

Directors’ interests

The aggregate interests of the directors in the share capital of the company at June 30 2013 were:

  Number of shares  
 
2013
  2012
 
Beneficial 1 234 302   3 711 031  
Non-beneficial 5 774 561   14 453 160  
Held in terms of The Bidvest Incentive Scheme        
  Options 275 000   445 000  
  Shares 301 019   487 195  

Directors’ Curriculum Vitae

Cecilia Wendy Lorato Phalatse, Independent non-executive chairperson, Age: 51, Qualification: BA Political Science, (Hons) University of Leeds UK, MA Southern African Studies, University of York UK, Appointed: April 20 2012
Lorato is a non-executive director of Pick n Pay. Lorato has held various positions over the years including, Deputy Director General in the Office of the President and a number of other positions in the FMCG and Retail Banking sectors. Lorato was a CEO and co-founder of Nozala Investments, a woman led and controlled investment company.

Brian Joffe, Group chief executive, Age: 66, Qualification: CA(SA), Appointed: March 1 1989
Director of numerous Bidvest subsidiaries. Since founding Bid Corporation in 1988, Brian served as executive chairman until his appointment as chief executive in 2004. He has over 33 years of South African and international commercial experience. Brian was one of the Sunday Times’ top five businessmen in 1992 and is a past recipient of the Jewish Business Achiever of the Year award, was listed as one of the Top 100 Africans of the Year in the Africa Almanac in 2001, was voted South Africa’s Top Manager of the Year in 2002 in the Corporate Research Foundation’s publication “South Africa’s Leading Managers”, represented South Africa at the coveted “Ernst & Young World Entrepreneur of the Year” awards in 2003, voted the Sunday Times’ Businessman of the Year in 2007, awarded an honorary doctorate in May 2008 by Unisa and selected in 2010 by Wits Business School
Journal as one of South Africa’s top 25 business leaders, having made a significant impact on business in South Africa over the last five years. Listed by Forbes Magazine as one of the 20 most powerful people in African business.

Paul Cambo Baloyi, Age: 57, Qualification: MBA, MDP, SEP (Harvard), Appointed: April 20 2012
Paul is currently the managing director of CAP Leverage Pty Ltd. Until April 2012, has been chief executive officer and managing director of the Development Bank of Southern Africa from June 11 2006. Paul also served as chief executive officer and managing director of DBSA Development Fund.

Prior to this Paul had spent 30 years in the Financial Services Sector, with both Standard Bank and the Nedbank group. His last position at Nedbank was as managing director of Nedbank Africa.

Paul has been an independent non-executive director on many boards locally and internationally including, African financial institutions. He was a council member of the Institute of Bankers and also served as chairman of the Nedmedical Aid.

Other boards include, Old Mutual South Africa, CAP Leverage, ACBF on which he is chairman and Bidvest Bank Limited.

Douglas Denoon Balharrie Band, Lead independent director, Age: 69, Qualification: BCom, CA(SA), Appointed: October 27 2003
Non-executive director of The Standard Bank Group Limited and MIH Holdings Limited. Doug has extensive experience in both commerce and industry and has served in an executive position in various blue-chip listed companies.

Bernard Larry Berson, Chief executive of Bidvest Foodservice, Age: 48, Qualification: Australian CA, Appointed: October 27 2003
Director of numerous Bidvest subsidiaries. Bernard has 25 years of international financial, administrative and management experience in numerous industries, the past 17 years in the Australian, New Zealand, Asian, South African and European foodservice industries.

David Edward Cleasby, Group financial director, Age: 51, Qualification: CA(SA), Appointed: July 9 2007
Director of numerous Bidvest subsidiaries and associate companies. David was financial director of Rennies Terminals when Bidvest acquired Rennies group in 1998. In 2001, he joined the Bidvest corporate office where he has been involved in both Group corporate finance and investor relations. David was appointed as an alternate director to Peter Nyman on June 28 2006 and appointed Group financial director on July 9 2007.

Alfred Anthony da Costa, Age: 48, Qualification: BCom (Hons), Appointed: December 8 2003
Director of the IQUAD group Limited, Dinatla Investment Holdings (Pty) Limited, chairman of the boards of RGT Smart Limited, and Bidvest Wits University Football Club (Pty) Limited. Alfred is chief executive officer of Ukuvula Investment Holdings (Pty) Limited, council member of the University of South Africa and past president of the Nelson Mandela Bay Business Chamber and is also a trustee of the Bidvest Dinatla Trust. He is a director of various subsidiary and associate companies of the Ukuvula group. Alfred has 22 years’ experience in top management.

Anthony William Dawe, Chief executive of Bidvest Freight, Age: 47, Qualification: CA(SA), Appointed: June 28 2006
Director of numerous Bidvest subsidiaries. Anthony has 18 years’ experience in the freight industry with most of those years focused in the South African port environment. Prior to this, Anthony’s finance experience was in London and for one of the large accounting firms in South Africa.

Eric Kevin Diack, Age: 56, Qualification: BAcc CA(SA), AMP Harvard, Appointed: April 20 2012
Eric has extensive experience of the South African industrial and mining landscape. He has been integral to the negotiation and successful conclusion of a multitude of transactions during his corporate and entrepreneurial career. Eric has served on numerous major listed company boards; namely: AMIC, AECI, ArcelorMittal, Daewoo, Dorbyl, Haggie, Highveld Steel, LTA, McCarthy’s, Terra and Tongaat. Eric is a director on the board of Bidvest Bank Limited and Bidvest Bank Holdings Limited. Eric is chairman of the audit committee of Bidvest Bank.

Stephen Koseff, Age: 62, Qualification: BCom, CA(SA), HDip BDP, MBA, Appointed: June 17 1997
Chief executive officer of Investec Limited and Investec plc. Stephen has 36 years of financial experience and is the recipient of numerous business awards. His directorships include Investec Limited and Investec plc, Rensburg Sheppards and various other Investec subsidiaries. His previous non-executive positions have included immediate former Chairman of the South African Banking Association, former director of the Johannesburg Stock Exchange, former member of the Financial Markets Advisory Board and former chairman of the Independent Bankers Association. He is a former member of the Financial Markets Advisory Board and former chairman of the Independent Banks Association.

Alexander Komape Maditsi, Age: 50, Qualification: BProc, LLB (Wits), LLM (Pennsylvania), LLM (Harward), Dip Company Law (Wits), Appointed: April 20 2012
Alex is the current franchise director for Coca-Cola Southern and Eastern Africa. Alex has held various positions in Coca-Cola over the past 15 years.
Alex has held various legal positions in companies in both South Africa and the United States.

Donald Masson, Age: 82, Qualification: ACIS, Appointed: March 10 1992
Director of numerous Bidvest subsidiaries, Valley Irrigation Limited, chairman of Cashbuild Limited, and a trustee of various pension funds. Donald is a former president of the Afrikaanse Handelsinstituut and a former member of the President’s Economic Advisory Council and chairman of the SA Post Office. He has 45 years of diverse business experience in senior executive positions at listed, unlisted and parastatal organisations.

Nigel George Payne, Age: 53, Qualification: BCom (Hons), CA(SA), MBL, Appointed: June 28 2006
Director of a number of companies including the JSE Limited, Mr Price Group Limited (chairman), Vukile Property Fund Limited and BSi Steel Limited and is chairman of Bidvest Bank Limited. Nigel is a leading authority on corporate governance and risk management and is a member of the King Committee.

Lindsay Peter Ralphs, Chief executive of Bidvest South Africa, Age: 57, Qualification: CA(SA), Appointed: May 10 1992
Director of numerous Bidvest subsidiaries. Lindsay joined Bidvest as operations director in 1992. In 1994 he was appointed managing director of Steiner and following the acquisition of Prestige, Bidserv was created and Lindsay was appointed its chief executive. During the Group restructuring in February 2011, Lindsay was appointed CE of Bidvest South Africa.

Matamela Cyril Ramaphosa, Age: 60, Qualification: BProc, Appointed: July 6 2004
Executive chairman of Shanduka Group (Pty) Limited and Auram Restaurants company (Pty) Limited t/a McDonalds S.A. Joint non-executive chairman of Mondi plc and non-executive chairman of MTN Group Limited. Non-executive director of SAB Miller plc, Lonmin plc, Alexander Forbes Equity Holdings Limited and The Standard Bank Group Limited. Cyril is the past chairman of the Black Economic Empowerment Commission and has received several honorary doctorates.

Tania Slabbert, Age: 46, Qualification: BA, MBA, Appointed: August 20 2007
Tania is the CEO of WDB Investment Holdings (Pty) Limited a company which, through its shareholder, the WDB Trust, provides women entrepreneurs across South Africa with access to financial and non-financial resources to support their businesses. Non-executive director of BP South Africa (Pty) Limited, Discovery Holdings (Pty) Limited, Caxton Holdings (Pty) Limited and Dinatla Investment Holdings (Pty) Limited.

Adv Faith Dikeledi Pansy Tlakula, Age: 56, Qualification: DTech (Legal Studies) Honoris Causa (VUT), BProc (UNIN – now UL), LLB (Wits), LLM (Harvard),
Appointed: June 28 2006
Chairperson of the Electoral Commission of South Africa, Director of MMRT (Pty) Limited, Lehotsa Investment (Pty) Limited and Khomanani Women’s Investment (Pty) Limited, former Chairperson of Board of the National Credit Regulator and Chancellor of the Vaal University of Technology. Pansy is a member of the African Commission on Human and Peoples Rights, part of the African Union, for which she is the Special Rapporteur on Freedom of Expression and Access to Information in Africa.

Lebogang Joseph Mokoena, Age: 54, Qualification: BSc (Med Sci), MBA, Appointed: As alternate to AA da Costa on December 8 2003
Non-executive director of Ten Alliance Holdings (Pty) Limited, Sesiu Investment Holdings (Pty) Limited, Bloemfontein Correctional Contracts (Pty) Limited, Culca Investments (Pty) Limited and Dinatla Investment Holdings (Pty) Limited. Currently Chairman of Bloemfontein Correctional Contracts (Pty) Limited. Lebogang has a number of years’ experience as a director of private companies. Over the years he provided management consultancy services to SMMEs, the public and private sectors. In recent years he devoted most of his time to investment management and strategy development.

Committees

Audit committee Remuneration committee Risk committee Acquisitions committee Nominations committee Social and ethics committee

Directors’ shareholdings

Beneficial

The individual beneficial interests declared by the current directors and officers in the company’s share capital at June 30 2013 held directly or indirectly were:

  2013   2012  
  Number of shares   Number of shares  
Director Direct   Indirect   Direct   Indirect  
BL Berson 8   38 313   8   38 313  
DE Cleasby 19 306     8 375    
AW Dawe 9 000     9 000    
AA da Costa   213 239     213 239  
B Joffe 25 000     5 000    
S Koseff 8     8    
D Masson 8   7 235   8   7 235  
LJ Mokoena (alternate)   254 860     192 800  
LP Ralphs 110 176     85 801    
MC Ramaphosa   557 149     557 149  
Total 163 506   1 070 796   108 200   1 008 736  
Former directors         238 669   2 355 408  
          346 869   3 364 144  

Held in terms of The Bidvest Incentive Scheme

The Bidvest Incentive Scheme grants loans to staff and executive directors for the acquisition of shares in the company. The number of shares and carrying values of the loans issued to directors and officers as at June 30 2013 were:

  2013   2012  
Director Number
of shares
  Carrying
value of loan
R’000
  Number
of shares
  Carrying
value of loan
R’000
 
BL Berson 49 581   4 983   49 581   5 251  
DE Cleasby 54 371   5 673   74 371   7 982  
AW Dawe     79 162   8 496  
B Joffe 48 324   4 880   48 324   5 028  
LP Ralphs 148 743   15 520   148 743   15 964  
Total 301 019   31 056   400 181   42 721  
Former executive directors         87 014   9 302  
          487 195   52 023  

Non-beneficial

In addition to the aforementioned holdings:

B Joffe is a trustee and potential beneficiary of a discretionary trust holding 1 886 764 (2012: 2 975 296) shares;
CA Brighten (company secretary) is a trustee of the Group’s retirement funds which hold 858 310 (2012: 854 211) shares; and
T Slabbert is also a director of WDB Investment Holdings (WDB) and has no beneficial interest in WDB’s shares. WDB holds 3 887 797 Bidvest shares.

The interests of the directors remained unchanged from the end of the financial year to the date of this report.

Directors’ remuneration

The remuneration paid to executive directors while in office of the company during the year ended June 30 2013 can be analysed as follows:

Director Basic
remuneration
R’000
Other
benefits
and costs
R’000
Retirement/
medical
benefits
R’000
Cash
incentives
R’000
Total
emoluments
R’000
 
BL Berson 8 540 231 227 8 168 17 166  
DE Cleasby 3 197 330 357 4 000 7 884  
AW Dawe 3 385 225 360 3 000 6 970  
B Joffe 11 936 945 778 13 719 27 378  
LP Ralphs 6 859 545 621 7 200 15 225  
  33 917 2 276 2 343 36 087 74 623  
Former directors            
LI Jacobs** 771 80 100 951  
P Nyman* 794 100 71 965  
AC Salomon** 1 329 142 1 471  
2013 Total 36 811 2 456 2 656 36 087 78 010  
Certain executive directors serve as non-executive directors of companies outside of the Group. Directors’ fees in this regard are generally paid to the Group.
* Retired November 26 2012.
** Resigned November 26 2012.

For comparative purposes the remuneration paid to executive directors while in office of the company during the year ended June 30 2012 can be analysed as follows:

Director Basic
remuneration
R’000
Other
benefits
and costs
R’000
Retirement/
medical
benefits
R’000
Cash
incentives
R’000~
Total
emoluments
R’000
 
BL Berson 7 254 205 201 6 948 14 608  
DE Cleasby 2 979 311 330 5 600~ 9 220  
AW Dawe 3 165 103 335 3 300 6 903  
LI Jacobs 1 722 185 226 1 000 3 133  
B Joffe 10 754 1 142 713 15 383~ 27 992  
P Nyman 1 905 275 171 1 000 3 351  
LP Ralphs 4 380 481 513 6 500 11 874  
AC Salomon 2 981 319 3 300 6 600  
  35 140 2 702 2 808 43 031 83 681  
Former director            
MC Berzack# 10 918 351 225 11 494  
2012 Total 46 058 3 053 3 033 43 031 95 175  
# Resigned September 7 2011.
~ Included in the cash incentives are special bonuses paid to B Joffe and DE Cleasby of R3 million and R2 million respectively, as a result of the successful sale of the Group’s 50% economic interest in Mumbai International Airport Private Limited.

The remuneration paid to non-executive directors while in office of the company during the year ended June 30 2013 is analysed as follows:

      2013          
Director Directors’
fees
R’000
  Other
services
as directors
of subsidiary
companies
R’000
  Total
emoluments
R’000
  2012
Total
R’000
 
DDB Band 646     646   510  
PC Baloyi 300   168   468   35  
AA da Costa 180     180   161  
EK Diack 337   523   860   450  
S Koseff 111     111   96  
AK Maditsi 202     202   35  
D Masson 671   220   891   744  
LJ Mokoena 30   580   30   27  
NG Payne 925     1 505   1 233  
CWL Phalatse 356     356   35  
MC Ramaphosa 564     564   621  
T Slabbert 337     337   256  
FDP Tlakula 180     180   157  
  4 839   1 491   6 330   4 360  
Former directors                
FJ Barnes*   118   118   3 218  
LG Boyle#       70  
MBN Dube* 39     39   139  
RM Kunene* 39     39   96  
JL Pamensky* 238   45   283   695  
NP Mageza       85  
2013 Total 5 155   1 654   6 809   8 663  
2012 Total 4 032   4 631   8 663      
# Resigned on February 13 2012.
Resigned on November 21 2011.
* Retired/resigned November 26 2012.

Prescribed officers

Due to the nature and structure of the Group and the number of executive directors on the board of the company, the directors have concluded that there are no prescribed officers of the company.

Directors’ long-term incentives
Details of the directors’ and officers’ outstanding share options

  Share options at
June 30 2012
    Share options exercised   Share options at
June 30 2013
 
Director/office Number Average
price
R
    Number Market
price
R
  Number Average
price
R
 
BL Berson 30 000 51,51       30 000 51,51  
LP Ralphs 245 000 50,19       245 000 50,19  
  275 000 50,33       275 000 50,33  
Former directors 170 000 52,66                
  445 000 51,22                

These options were granted to directors prior to April 30 2005 and are exercisable over the period July 1 2013 to April 30 2015. A detailed register of options outstanding by tranche is available for inspection at the company’s registered office.

Share-based payment expense

Director
2013
R’000
  2012
R’000
 
BL Berson 5 717   5 450  
DE Cleasby 3 944   5 107  
AW Dawe 2 422   4 272  
B Joffe 9 889   10 226  
LP Ralphs 5 926   6 824  
  27 898   31 879  
Former executive directors     4 803  
      36 682  

Details of directors’ and officers’ outstanding conditional share plan (CSP)

A conditional award is a conditional right to a share, which is awarded subject to performance and vesting conditions.

Director Balance
at
June 30
2012
  New
awards
Forfeited* Shares
awarded
Closing
balance
June 30
2013
 
BL Berson 148 064   45 000 (24 032) 169 032  
DE Cleasby 111 561   25 000 (18 281) 118 280  
AW Dawe 96 561   20 000 (18 281) 98 280  
B Joffe 223 126   100 000 (36 563) 286 563  
LP Ralphs 148 750   50 000 (24 375) 174 375  
CA Brighten 12 376   (2 438) 9 938  
Total 740 438   240 000 240 000 (123 970) 856 468  
Former directors              
LI Jacobs 19 500            
AC Salomon 74 376            
  834 314            

During 2013, the shares were awarded at R203,10 per share.

* Shares forfeited as a result of performance targets not being met.

Summary of executive directors’ long-term incentives (LTI)

Director Share-
based
payment
expense
R’000
Benefit
arising
from the
exercise
of options*
R’000
Benefit
arising
from
award
of CSP
R’000
Gross
benefits
R’000
Previous
share-based
payment
expense
in respect
of awards
R’000
Actual LTI
benefit
R’000
 
2013              
BL Berson   5 717   –   4 881   10 598   (2 879) 7 719  
DE Cleasby 3 944 2 942 3 713 10 599 (2 730) 7 869  
AW Dawe 2 422 11 930 3 713 18 065 (2 190) 15 875  
B Joffe 9 889 7 426 17 315 (6 517) 10 798  
LP Ralphs 5 926 4 951 10 877 (2 920) 7 957  
2013 Total 27 898 14 872 24 684 67 454 (17 236) 50 218  
2012              
BL Berson 5 450 5 572 11 022 (4 578) 6 444  
DE Cleasby 5 107 3 592 8 699 (2 905) 5 794  
AW Dawe 4 272 3 592 7 864 (2 905) 4 959  
LI Jacobs 1 380 1 560 1 916 4 856 (1 550) 3 306  
B Joffe 10 226 20 350 7 184 37 760 (10 634) 27 126  
P Nyman 12 5 301 5 313 5 313  
LP Ralphs 6 824 4 789 11 613 (3 874) 7 739  
AC Salomon 3 411 5 221 2 395 11 027 (2 834) 8 193  
2012 Total 36 682 32 432 29 040 98 154 (29 280) 68 874  
* Includes taxable benefits arising on the sale of shares and settlement of the Bidvest Incentive Scheme loans.

Directors’ service contracts

Directors do not have fixed-term contracts.

Directors’ and officers’ disclosure of interest in contracts

During the financial year no contracts were entered into in which directors and officers of the company had an interest and which significantly affected the business of the Group. The directors had no interest in any third party or company responsible for managing any of the business activities of the Group.

Secretary

During the year under review, and in compliance with paragraph 3.84(i) and (j) of the JSE Listings Requirements, the board evaluated Mr CA Brighten, the company secretary, and is satisfied that he is competent, suitably qualified and experienced. Furthermore, since he is not a director, nor is he related to or connected to any of the directors, thereby negating a potential conflict of interest, it was agreed that he maintains an arm’s length relationship with the board.

The business and postal addresses of the secretary, which are also the registered addresses of the company, are Bidvest House, 18 Crescent Drive, Melrose Arch, Melrose, Johannesburg, 2196 and PO Box 87274, Houghton, 2041, respectively.


 
Registered office South Africa
Bidvest House
18 Crescent Drive
Melrose Arch
Melrose
Johannesburg
2196
South Africa
Website: www.bidvest.com
Telephone: +27 (11) 772 8700
Facsimile: +27 (11) 772 8970
Email: info@bidvest.co.za
 

 

 

 

 

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