The company endorses the Code of Corporate Practices and Conduct as set out in the King II Report and believes that it complies with
the major recommendations of the Code.
B O A R D O F D I R E C T O R S
The board of directors comprises five non-executive directors and three executive directors. The roles of the Chairman and Chief
Executive do not vest in the same person.
The board meets four times a year and is responsible for monitoring the group’s performance and determining group strategy. Attendance
of directors for the financial year was as follows:
| |
02 December 2003 |
24 February 2004 |
12 May 2004 |
08 September 2004 |
AA Thompson
QA Southey
LA Pampallis
MA Ness
DD Hosking
VET O’Hana
MR Bagus
GB Tollman
|
X
X
N/A
X
X
X
N/A |
X
X
X
X
X
X
X
|
X
X
X
X
X
X
X
X
|
|
Ms LA Pampallis and Mr GB Tollman were appointed to the board on 1 January 2004, and in terms of Article 18.3 of the Articles of
Association, retire and are eligible for re-election.
Brief CV’s of the board members are as follows:
Anton Thompson
Age 64. Resident of South Africa. Founder of Thompsons Holidays and currently Chief Executive Officer of Cullinan Holdings Ltd. Involved
in the travel industry for 33 years. Instrumental in making Thompsons Holidays the foremost travel company in South Africa, with interests
in inbound, outbound, touring, groups and retail travel.
Quentin Southey
Age 52. Resident of South Africa and a CA(SA). Involved with the Cullinan Group since 1997 and with Thompsons since 1998. Has
previous experience with major South African industrial companies.
Linda Pampallis
Age 47. Resident of South Africa. Managing director of Thompsons South Africa, the Thompsons Inbound division. She has been involved
in the local travel industry for 25 years and serves on the board of Tourism KwaZulu-Natal and is a member of the KwaZulu-Natal
Marketing Management Committee.
Michael Ness
Age 59. Resident of Bermuda. President and Chief Executive Officer of the Travel Corporation. Involved in the travel industry for 38
years, during which he oversaw the growth of Trafalgar Tours from a small European operator to the world’s largest Coach Tour Operator.
Actively involved in expansion, including the purchase of Contiki Holidays, Insight Vacations, Creative Holidays, New Horizons and Evan
Evans, which led to the formation of The Travel Corporation as well as some subsidiaries. Is also Chairman of Wilderness Safaris.
David Hosking
Age 51. Resident of Switzerland. President and Chief Executive Officer of Travcorp SA in Switzerland. Also Managing Director of Contiki
Holidays. Involved with Contiki for 25 years. Has extensive knowledge of touring worldwide, setting up programmes in Europe, USA,
Canada, Australia, New Zealand, Asia and Africa. Is a member of the Travel Corporation Board.
Vicki O’Hana
Age 41. Resident of Switzerland. Director of the Travel Corporation. Has extensive experience in the hotel industry and is active in the
Travel Corporation’s Hotel business, Red Carnation Hotels. Is a director of the 12 Apostles Hotel in Cape Town, South Africa. Brings
excellent knowledge of the hospitality industry to the Cullinan Board.
Rafique Bagus
Age 41. Resident of South Africa. Executive Director - Projects of Ferroman (Pty) Ltd, a joint venture company comprising a black
economic empowerment group. Previous experience with Trade and Investment South Africa (TISA), a division of the Department of
Trade and Industry (DTI), whose objectives are to promote foreign direct investment into South Africa and the growth of exports. He
currenly acts as Special Advisor to the Minister of Public Enterprises.
Gavin Tollman
Age 41. Resident of the United Kingdom. President and CEO of Trafalgar Travel Ltd. Has had a far-reaching executive career in the travel
industry which has included managing both hotel companies and tour operators.
D I R E C T O R S ’ D E A L I N G I N S H A R E S
Directors did not purchase or sell shares during the year.
There are no share options held by directors.
A U D I T C O M M I T T E E
The audit committee comprises two non-executive directors (DD Hosking and MA Ness) and an executive director (AA Thompson) and is
chaired by a non-executive director (DD Hosking, who is not chairman of the board). A senior partner from the company’s auditors attends
all meetings. The committee meets twice a year and reviews the annual and interim financial statements before they are submitted to the
board.
The committee’s main functions are to assist the directors in:
• Safeguarding the company’s assets;
• Ensuring that adequate accounting records are maintained;
• Ensuring that proper internal control systems are in place; and
• Facilitating communication between the board, management and the external auditors.
R E M U N E R AT I O N C O M M I T T E E
The remuneration committee comprises two non-executive directors (DD Hosking and MA Ness) and an executive director (AA
Thompson) and is chaired by a non-executive director (DD Hosking). The committee reviews and approves annual salaries, management
incentive schemes, share option allocations and generally advises on group remuneration matters.
B O A R D C O M M I T T E E S
In terms of the listing requirements of the JSE, the company has adopted policies relating to:
- Appointments to the Board of Directors
- Division of responsibilities of Directors.
A C C O U N T I N G R E C O R D S A N D I N T E R N A L C O N T R O L
The directors have ensured that adequate systems of internal control are designed, maintained and complied with. Financial discipline
reviews are conducted by the company’s external auditors.
D I R E C T O R S ’ D E A L I N G I N S H A R E S
Directors did not purchase or sell shares during the year.
There are no share options held by directors.
B L A C K E C O N O M I C E M P O W E R M E N T
The board of directors acknowledges the importance of BEE in the transformation of South Africa and has adopted a broad based BEE
charter that will secure and potentially increase Cullinan’s competitive advantage into the future.
The company has developed a scoreboard approach with a 7 factor enabling framework, based on the BEE Act, in order to both set
objectives and track progress. Cullinan has developed an internal scorecard against which BEE contribution can be measured. The
scorecard has not been benchmarked against an Industry charter. The tourism industry is currently developing a charter and
compliance with or measurement against industry specific targets will be reviewed as and when guidelines become available.
The current scorecard is built around the following core elements:
| |
|
|
1.
|
Direct Empowerment
1.1 Ownership
1.2 Management |
|
2. |
Human Resource and Employment Equity
2.1 Skills Development
2.2 Employment Equity |
20
10
|
3. |
Indirect Empowerment
3.1 Preferential Procurement
3.2 Enterprise Development |
20
10
|
4. |
Corporate Social Investment |
10 |
TOTAL
|
|
100 |
LABOUR LEGISLATION
The group conforms to labour legislation and subscribes to the principles of fairness developed and applied in labour dispute
resolution forums.
HIV / AIDS
Cullinan Holdings recognises that HIV/AIDS in South Africa will impact on business to a greater or lesser degree. In this context, the
company is committed to measuring and understanding the potential impact of HIV/AIDS in the company, and to the implementation
of an HIV/AIDS prevention and impact management strategy. The broad objectives of this programme are:
To build capability to manage the impact of HIV/AIDS.
To constrain the development of new cases of HIV/AIDS in the organisation.
To manage existing cases of HIV/AIDS effectively from a medical and psychological perspective.
To create an unprejudiced workplace which embraces both the rights and responsibilities of all employees with regard to HIV and
AIDS.
ETHICS
The group is committed to the highest standards of integrity, behaviour and ethics in dealing with all its stakeholders.
ENVIRONMENT
Cullinan makes an effort to ensure that all its business units are operated in a manner that minimises the effects on the environment
and attempts are made to enhance their surroundings wherever possible.
|
