Fiduciary focus within Grain SA

Nico Vermaak, Company Secretariat lead, Grain SA
Published: 6 June 2022

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The company secretariat manages and supports the institutional environment of Grain SA NPO, the Commercial Producers Trust, Phahama Grain Phakama NPC and NAMPO Commercial (Pty) Ltd, to ensure compliance and good governance within the Grain SA group of entities.

In terms of the King IV report, corporate governance is defined as the exercise of ethical and effective leadership by the governing body, towards the achievement of ethical culture, good governance, effective control and legitimacy.

Within the Grain SA group of entities, it is therefore imperative to ensure compliance to the constitution of Grain SA, the trust deed of the Commercial Producers Trust and the MOI of Phahama Grain Phakama NPC, as well as to legislation applicable to these entities.

Guidance is given to the elected members of the Executive, the board of trustees and the board of directors within the Grain SA group of entities as to their fiduciary duties, responsibilities and powers to ensure good governance within these various entities. In terms of the code of conduct for the Executive, their fiduciary duties towards Grain SA or any other entity within the Grain SA group of entities, include the following:

  • To at all times act in good faith in the best interests of the organisation/entity.
  • To at all times act independently without influence.
  • To at all times act without regard for personal gain or advantage.
  • To maintain confidentiality in respect of information that is meant to be treated with discretion.
  • To at all times act with honesty and integrity during actions with and on behalf of the organisation.
  • To avoid any conflict of interest between personal and organisational interests.
  • If unavoidable, to declare such conflict of interest without delay.

At all meetings as a standing point on the agenda, serves the declaration of interests. Executive members must declare a direct or indirect personal financial interest or potential personal financial interest, with regard to the production and marketing of grains and oilseeds, and/or the involvement in the grain and oilseeds value chain that may be to the detriment of Grain SA.

The constitution of Grain SA and the memorandum of incorporation or trust deed within the Grain SA group of entities, are where applicable reviewed from time to time to ensure relevancy and to adapt to new circumstances.

Nico Vermaak                                      Clarissa Chinian

Part of the duties of the company secretary is to support these entities with secretariat services, inclusive of the preparation of agendas, resolutions and decision registers.

Registers for internal and external working groups are maintained and external entities informed of any Grain SA representatives to serve in these external entities.

To ensure that newly elected persons to the Grain SA Executive are on par with the objectives and the key focus areas of the organisation, induction and training are presented. Where applicable, external expertise is involved with training as to ensure that persons elected understand their role and function, as well as the fiduciary duties to serve in the Grain SA Executive or in external entities.

The company secretariat also ensures that all trademarks within the Grain SA group of entities are registered and maintained within the relevant classes at the South African Registrar’s Office.

Grain SA makes use of external funders for projects to the benefit of both developing and commercial producers. The company secretary liaises with the administrators of these external funders as to ensure that applications and reports are submitted in accordance with the required timelines and conditions. Open communication and relations with the administrators of these trusts or other funders are essential to support with enquiries or to attend to matters referred from these trusts/funders.

Another focus area of the company secretariat is the coordination of all Congress arrangements, internally and externally, inclusive of agreements with sponsors and all service providers. Voting procedures during Congress for the election of office bearers are also supported by the company secretary.

Tender or legal processes are managed relating to the NAMPO farms and all other stakeholders. Support with legal-related matters is addressed on an ad hoc basis as needed. The company secretary serves as a key point of contact to legal matters that involve the Grain SA group of entities.

Strategic or operational support to the CEO and the implementation of strategic objectives pertaining to the Grain SA group of entities, form part of the key focus areas of the company secretariat.

The team consists of Nico Vermaak (lead) and Clarissa Chinian (secretary). The position for administrative support to the department is currently vacant.