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Name: Tiso Blackstar Group SE
JSE Share Code: TBG
Company Number: SE000110
Listing: Primary listing Main Board JSE
Transfer of listing from AltX to Main Board JSE: 13 July 2017
Listing Date: 26 January 2006/12 August 2011
Country of Incorporation: England and Wales
Principal Place of Business & Registered Office: United Kingdom
Issued Share Capital (as at 30 November 2018): 275,753,092
Treasury Shares held (as at 30 November 2018): 12,920,322
Company secretary: Leanna Isaac
The Board of Tiso Blackstar Group SE (the "Company" or "Tiso Blackstar") is collectively accountable to the Company's shareholders for good corporate governance. As a responsible corporate citizen Tiso Blackstar strives for excellence and transparency in all its operations, partnerships and relationships.
The Board of Directors ensures that the business of the Group is conducted with integrity, maintains full and effective control over the company and is accountable and responsible for its performance and compliance. The board governs through clearly mandated board committees. Each committee has specific written terms of reference approved by the board and adopted by the committee.
The Tiso Blackstar Board of directors is governed by guidelines in corporate governance that are in line with the highest global ethical standards. Tiso Blackstar strives to comply with the UK Companies Act, the King Code of Governance for South Africa (King IV)) and the JSE Listings Requirements. In accordance our governance structures are aligned with these rules and principles.
Restrictions on dealings
As an England and Wales registered company listed on the JSE Main Board, Tiso Blackstar is required to comply with the JSE Listings Requirements. The Company's dealing policy ensure that its directors and group employees, who are likely to be in possession of unpublished price-sensitive information, do not deal in the Company's securities during a close period (being the period from the date of the Company's annual results and half-yearly results until their publication), and any other time when the Company is in possession of unpublished price-sensitive information or it becomes reasonably probable that it will be required to disclose such information under the JSE Listings Requirements.
The Company supports the concept of an effective Board leading and controlling the Company. The Board has collective responsibility for the management of the company and for the achievement of key tasks. The Board ensures that the Group complies with all relevant laws and regulations, and that the Group maintains effective operating systems and controls, and a robust and informed investment approval process. The Board has access to complete, accurate and timeous information in order to fulfil its responsibilities. The Board meets on at least four occasions each year, at which time the Directors review the investment performance, strategy and other significant matters to ensure that overall control and supervision of the business is maintained. Special meetings are convened when matters require urgent consideration.
All directors have access to advice from the Company Secretary and independent professionals at the Company's expense. The Board currently consists of four non-executive directors and one executive director. Two of the non-executive directors are considered to be independent of any business or other relationship that could interfere with their ability to exercise their independent judgment. The Board considers that the level of shareholdings held by these two non-executive directors is insufficient to affect their independence. The Board has commenced a process to identify and nominate an additional independent non-executive director who will bring the required experience, insight and professional skills to the Board to ensure effective leadership of the Company.
Per the Company's Statutes (Articles of Association):
1. at every annual general meeting any director:
(a) who has been appointed by the board since the last annual general meeting, or
(b) who held office at the time of the two preceding annual general meetings and who did not retire at either of them, or
(c) who has held office with the company, other than employment or executive office, for a continuous period of nine years or more at the date of the meeting, shall retire from office and may offer himself for re-appointment by the members.
2. Pursuant to the Listings Requirements, at each annual general meeting one-third of the non-executive directors (not being alternate directors), or if their number is not a multiple of three then the number nearest to but not less than one-third, shall retire from office. The non-executive directors so to retire at each annual general meeting shall firstly be those retiring in terms of point 1 above and secondly those who have been longest in office. As between non-executive directors of equal seniority, the non-executive directors to retire shall, in absence of agreement, be selected from among them by lot.
The directors' varied backgrounds and experience gives Tiso Blackstar a good mix of the knowledge and expertise necessary to manage the business effectively.
The directors of the Company are as follows:
David Kwame Tandoh Adomakoh — Non-executive Group Chairman
John Broadhurst Mills — Non-executive Deputy Chairman and Lead Independent Director
Andrew David Bonamour — Chief Executive Officer
Nkululeko Leonard Sowazi — Non-executive Director
Harishkumar Kantilal Mehta — Independent Non-executive Director
More details about the Directors and Advisors.
The Audit Committee is chaired by John Mills and comprises Nkululeko Sowazi and Harish Mehta. The Audit Committee provides a forum for reporting by the Company's external auditors and is responsible for reviewing a wide range of matters including interim and annual results and for monitoring the controls that are in force to ensure the integrity of information reported to shareholders. The external auditors of the Company attend the meetings and have unrestricted access to the committee and its chairman.
The Remuneration Committee is chaired by John Mills and comprises of David Adomakoh and Harish Mehta. The Committee set the remuneration levels for the Directors having regard to market conditions. The Committee are also responsible for the review and approval of awards made under the Shareholder Approved Company's Incentive Scheme.
The committee is chaired by John Mills and comprises of David Adomakoh and Harish Mehta. It deals with new appointments to the Board.
Social and Ethics Committee
The committee is chaired by Harish Mehta and comprises Nkululeko Sowazi and Andrew Bonamour. It is constituted in terms of the requirements of King IV and the JSE regulations. As a committee of the Board, it assists the Board in discharging its duties and makes recommendations to the Board on social and economic development, good corporate citizenship, environment, health and public safety, applicable consumer relationships, and labour and employment issues.
The Board is responsible for maintaining a sound system of internal control to safeguard shareholders' investment and the Company's assets and for reviewing its effectiveness. Such a system is designed to manage, but not eliminate, the risk of failure to achieve business objectives. There are inherent limitations in any control system and accordingly even the most effective systems can provide only reasonable, and not absolute, assurance against material misstatement or loss.
Good governance includes a response to the demands of corporate social responsibility. The Tiso Blackstar Foundation, a registered non-profit organisation has been created with the aim of assisting with the financing of education for underprivileged children. The Tiso Blackstar Foundation has already received donations (including a donation from the Company) and has commenced its work in assisting with the education of underprivileged children. The Foundation is working on obtaining further donations so that it has sufficient capital on hand to support the funding of education as per its objectives.
All notifications over the past twelve months
The latest regulatory announcements and news from the Company can be found here.
Tiso Blackstar was initially admitted to trading on AIM on 26 January 2006.
Download the Company's admission document
Tiso Blackstar was admitted to trading on Altx on 12 August 2011.
Download the Company's Prospectus.
On 8 June 2015, as set out in the Tiso Blackstar Admission Document dated 30 April 2015, Tiso Blackstar's enlarged issued share capital was readmitted to AIM and AltX.
Download the Company's Admission Document
As at 31 December 2018, Tiso Blackstar Group SE had 275,753,092 ordinary shares in issue and holds 141,786 treasury shares. The total shares in issue net of treasury shares held amounts to 275,611,306.
The Company has awarded in total 12,778,536 forfeitable shares to participants under the shareholder approved long term Management Incentive Scheme. The vesting of such forfeitable shares to participants and the quantity of shares vested will be based on achievement of the performance conditions over the performance period. Therefore until the vesting date, the forfeitable shares will be subject to risk of forfeiture if certain conditions are not met. For accounting purposes, the Management Incentive Scheme shares are accounted for as if they were not issued to participants, however for legal purposes they are considered to be issued. These forfeitable shares which have been committed to meeting the Company's obligations to participants under the Management Incentive Scheme are held by an escrow agent on behalf of the participants and the participants have the right to vote the shares.
The Company is aware (based on the share register information available on 31 December 2018) that the following parties had holdings of 3% or more of the 275,611,306 issued ordinary shares of the Company, net of treasury shares.
|Number of shares as at 31 December 2018||% of issued share capital as at 31 December 2018 net of treasury shares|
|Tiso Investment Holdings Proprietary Limited(1)||53,787,536||19.5%|
|Kagiso Asset Management Proprietary Limited (2)||
|Tiso Foundation Charitable Trust (3)||38,984,567||14.2%|
|Other directors and management holding less than 3% (4)||19,462,589||7.1%|
Public Investment Corporation SOC Limited
|Investec Asset Management||14,128,984||5.1%|
|Credit Suisse Private Banking||12,093,357||4.4%|
|Andrew Bonamour (5)||10,160,287||3.7%|
|HKM Family Trust(6)||6,570,206||2.4%|
1) Tiso Blackstar Directors David Adomakoh and Nkululeko Sowazi are beneficially interested in this shareholding as each of them indirectly owns 50% of Tiso Investment Holdings Proprietary Limited.
2) Includes shares held by these shareholders on behalf of their clients.
3) Tiso Blackstar Directors, David Adomakoh and Nkululeko Sowazi are non-beneficially interested in this shareholding. Their interest is non-beneficial and only arises as a result of them being two of the seven trustees on the Tiso Foundation Charitable Trust.
4) This includes forfeitable shares awarded under the Tiso Blackstar shareholder approved long term incentive scheme. To date none of the forfeitable shares have vested.
5) This includes shares held by funds associated with Andrew Bonamour as well as forfeitable shares issued under the Tiso Blackstar shareholder approved long term incentive scheme. This is a Forfeitable Share Plan and to date none of the forfeitable shares which have been issued have vested.
6) This includes shares held by Trusts associated with Harish Mehta.