Transformation Committee On 17 November 2005 the Group established a formal Transformation Committee inter alia to monitor Aspen’s compliance with the industry scorecard in respect of BEE and to liaise with the relevant authorities on the Healthcare Charter. The committee Charter was adopted by the Board on 21 February 2006. The Board is responsible for appointing members to the committee for two-year terms, and the Charter stipulates that at least two of the committee members’ terms of office must terminate each year. The committee is tasked primarily with assisting the Board in Broad Based Black Economic Empowerment (“BBBEE”) compliance and adherence to best-practice transformation principles. In order to effect its responsibilities, the committee: • Reviews the Group’s transformation policies; • Delegates authority to executive management within framework parameters to approve affirmative procurement guidelines; • Considers areas of risk in relation to the Group’s transformation initiatives; • Develops an evaluation and monitoring system to measure Aspen’s progress in achieving its transformation objectives; • Makes recommendations on, and identifies external consultants to facilitate the achievement of the Group’s transformation goals; and • Ensures effective communication on transformation issues between the Board and management. The committee Charter grants the committee the authority to seek any information required to meet its obligations from the Group’s employees, internal audit department and external auditors. The Transformation Committee is chaired by Group Chief Executive, SB Saad, and comprises one independent non-executive director, two non-executive directors and a further executive director. In terms of the committee Charter the committee meets a minimum of twice a year. Attendance at committee meetings during the year is set out below. Transformation Committee meetings
Directors MG Attridge
M Buthelezi deceased December 2005
P Dyani appointed 14 February 2006
SB Saad (Chairman)
Ownership At present 40,1 million ordinary shares in Aspen are owned by BBBEE shareholders whose ownership has been facilitated by Aspen. BBBEE shareholders control a further 17,6 million preference shares which have rights of conversion into Aspen ordinary shares on a one-for-one basis in June 2012. The preference shares enjoy full voting rights on a parri passu basis with ordinary shares in Aspen. One of the BBBEE shareholders, Imithi Investments (Pty) Ltd, has a call option over a further 6,1 million ordinary shares currently held by the Industrial Development Corporation of South Africa Ltd. Aspen’s current effective BBBEE holding in the Group’s South African business at year-end (the shareholding measured under the Department of Trade and Industry’s Code of Good Practice on BBBEE (“the Codes”)) amounts to 17%. Upon exercise of the call option, the effective shareholding in the South African business as measured under the Codes could increase to 19%.
Aspen Annual Report 2006