CODE 100 – OWNERSHIP

This refers to ownership of shares or similar instruments or interests by black people in the Company. In some instances, indirect ownership, for example, by way of the pension fund, is considered. Broad-based black ownership refers to the composition of the acquirers of the shares. It is intended that not only the race but also the number of beneficiary individuals, households or communities should be taken into account. It is preferable that ownership be spread to include specifically previously disadvantaged individuals.

Implementation guidelines

  • Decisions in regard to ownership at all levels of Altron remain the prerogative of the shareholders, the board and senior top management of the group.
  • In these instances, compliance points shall accrue to the holding company or seller by way of the CoGP provision relating to qualifying transactions.
  • Each subholding group CEO, working with the subholding board, is required to empower the business in accordance with the Company BBBEE strategy and the requirements of the CoGP.
  • Empowerment partners will need to conform closely with the requirements of the CoGP. In this regard a target score for ownership should be negotiated in advance of any transaction being concluded and valid rating verification certificates must be included as transaction documentation to be provided.
  • Agreements will need to incorporate the various requirements of the CoGP, including ownership fulfilment criteria and the requirement to maintain and retain the rating.
  • All decision-makers in the Group must be mindful of the fact that the ownership status of the subsidiaries may differ on an annual basis due to the fact that the formula for calculating ownership for qualifying transactions takes into account the annual value of the Group as well as the value of the equity/asset sold.
  • In the event that the ownership compliance points drop due to a discrepancy in values between the Group and the asset sold, immediate action at the highest level within the Group will be taken. The subholding group CEO will determine the relevant strategy which will commence with the subholding group EXCO determining the way forward.
  • The ownership status of the subholding group entity, as well as other subsidiaries, shall at all times be calculated in accordance with the qualifying transactions formula in order to ensure that the necessary ownership status is maintained.
  • On an annual basis, the ownership status of the Group subsidiaries shall be verified in accordance with the qualifying transactions formula.
  • In the event that it is resolved at subholding group board/EXCO level that an entity wishes to not comply with the ownership code selling equity in some form, this must be approved at the highest level within the Altron Group as it may have an impact on the remainder of the Group.
  • In the event that any person wishes to make a recommendation to shareholders and senior top management regarding ownership, this should be done through the subholding CEO and EXCO, who will carry the matter forward if deemed appropriate and necessary.
  • A detailed analysis of current and future ownership structure of the Group will be undertaken by the transformation committee and relevant recommendations will be made to the shareholder for approval.