An experienced investment team, driven by results.

Board of Directors & Governance.

VCC Investment committee.

The investment portfolio is assessed and reviewed by the Investment Committee (IC) consisting of a panel of qualified and experienced Chartered Accountants:

Dirk

vd Merwe

CFO: Ecsponent Limited

Willem

Oberholzer

Chairman: Capitis Equities

Experts as and when needed

Investment committee mandate.

The duties and responsibilities of Committee members are in addition to their duties and responsibilities as members of the Board (in the case of members who are directors). The deliberations of the Committee do not reduce the individual and collective responsibilities of Board members in regard to their fiduciary duties, and they must continue to exercise due care and judgment in accordance with their legal obligations (statutory and otherwise).

 

This mandate is subject to the provisions of the Companies Act, the VCC’s memorandum of incorporation, and any other applicable law or regulatory provision.

Capitis Equities company logo
Capitis Equities company logo
  • Composition

    • The Committee consists of 2 members, namely the Chief Executive Officer of the VCC and one non-executive member of the committee elected from time to time by the Board.

    • The chairperson of the Committee will be the non executive member of the investment committee.
  • Authority

    • The Committee acts in terms of the delegated authority of the Board, as recorded in this mandate.  It has the power to investigate any activity within the scope of its mandate.

    • The Committee, in the fulfillment of its duties, may call upon the chairpersons of the other Board committees, any of the executive directors, or officers to provide it with information, subject to a Board approved process.

    • The Committee has access to The VCC’s records, facilities and any other resources necessary to discharge its duties and responsibilities.

    • The Committee has the right to obtain independent professional advice to assist with the execution of its duties, at The VCC’s cost, subject to the Board approval.

    • The Committee makes recommendations to the Board, on any area within the ambit of its mandate where action or improvement is required.
  • Duties & Responsibilities

    The duties and responsibilities of the Committee are:

     

    3.1 to consider and, if appropriate, recommend for approval to the board:

     

    •  3.1.1 new investments up to an amount of not more that R50 million (R500 million for Junior Mining companies) per project and to a maximum of 20% of the equity invested into the fund,

    • 3.1.2 limited to below 70% of the total voting equity of the QC;

    • 3.1.3 excludes any investments in impermissible trades as defined in the Income Tax Act;

    • 3.1.4 the disposal of existing investments;  and

     

    3.2 to consider and make recommendations to the Board regarding investments falling outside the Committee’s mandate in terms of paragraph 3.1.

  • Meetings

    • The Committee meets on an ad hoc basis.
      The Chairperson may convene meetings of the Committee at any time at his/her discretion.

    • A quorum for these meetings will be 2 members.

    • The Chairperson shall have the discretion to decide who, other than the Committee members and other Board members, shall be invited to attend meetings of the Committee. Such  invitees will not count towards the quorum and may not vote at Committee meetings.

    • Committee members must attend all meetings of the Committee, unless prior apology, with reasons, has been submitted to the Chairperson.

    • If the Chairperson is absent from a meeting, he/she will appoint a non-executive director to act as Chairperson at such meeting. If no such acting Chairperson is appointed, the members present must elect one of themselves to act as Chairperson.

    • A detailed agenda, together with supporting documentation, must be circulated to Committee members and other invitees at least one week prior to each meeting.

    • Committee members must be fully prepared for Committee meetings to be able to provide appropriate and constructive input on matters for discussion.

    • Appropriate records of all meetings of the Committee as well as minutes of the proceedings and all decisions made should be kept up to date. The minutes must be completed as soon as reasonably possible after the meeting and circulated to the Chairperson and Committee members for review thereof, together with the agenda for the next Committee meeting. The minutes must be formally approved by the Committee at its next scheduled meeting. Such minutes must also be included in the agenda for the  next  scheduled Board meeting.
  • Evaluation

    • The effectiveness of the Committee is evaluated on an annual basis by way of a self- evaluation process and an evaluation by the Board.

    • This mandate to carry out the duties and responsibilities of the Committee was approved by The VCC Board of Directors.
Capitis Equities company logo
Capitis Equities company logo
Capitis Equities company logo
Capitis Equities company logo
Capitis Equities company logo