| Wed 18 Mar 2009, 15:03 | | APK - Astrapak - Cautionary Announcement And Changes To The Board Of Directors |
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APK
APK
APK - Astrapak - Cautionary Announcement And Changes To The Board Of Directors
And Executive Committee
ASTRAPAK LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1995/009169/06)
ISIN: ZAE000096962
Share Code: APK
("Astrapak" or "the Group")
CAUTIONARY ANNOUNCEMENT AND CHANGES TO THE BOARD OF DIRECTORS AND EXECUTIVE
COMMITTEE
Cautionary Announcement
Shareholders are advised that Astrapak is in advanced negotiations with Afripack
(Proprietary) Limited relating to the sale of certain of its Flexibles Division
businesses. The terms announcement, as required in terms of the JSE Listing
Requirements, will follow in due course once the negotiations are successfully
concluded. As a result, shareholders are advised to exercise caution when
dealing in Astrapak shares.
Changes to the Board of Directors and the Executive Committee of Astrapak
Limited
A Introduction
Over the last six months the board of directors of Astrapak ("the Board") has
been reorganised and the Group is pleased to announce the conclusion of this
process. With the appointment of a new independent non-executive chair and the
appointment of an independent non-executive director to assume the role as chair
of the Audit and Risk committee, the Board now comprises a majority of
independent non-executive directors and is compliant with the King Report on
Corporate Governance requirements for independent non-executives and committee
structures.
Astrapak`s Executive Committee ("the Exco") and the senior management
organisation structure have been reconstituted to ensure adequate representation
and tighter control of all the business units at executive level.
B The Board
To further re-align the strategic focus of the Board and ensure compliance with
the King Code of Good Corporate Governance the following changes to the board
are announced, with effect from 18 March 2009:
Resignations:
- Ms KP Seopela steps down as Acting Chair, but will continue to serve as a
Non-Executive Director on the Board;
- Mr JF Buchanan has resigned as an Independent Non-Executive Director;
Appointments:
- Ms Phumzile Langeni is appointed as Chair;
- Mr Gunter Steffens is appointed as an Independent Non-Executive Director
with effect from 18 March 2009 and will also assume the role of Chair of
the Audit & Risk Committee.
The Board will now consist of two Executive Directors, two Non-Executive
Directors and three Independent Non-Executive Directors. Each sub-committee of
the Board will now be chaired by an independent non-executive.
Ms Langeni is the Executive Chairperson of the Afropulse Group, a women-led
investment and corporate finance house, and is currently economic advisor to the
Minister of Minerals and Energy. Originally a stockbroker by profession, Ms
Langeni served as an Executive Director of Barnard Jacob Mellet Securities,
South Africa`s largest independent stock broking firm and was a founding member
and Executive Director of Mazwai Securities. She was also an Executive Director
at Anooraq Resources.
Ms Langeni`s directorship experience also includes Imperial, Massmart,
Mineworkers Investment Company, Peermont Global, the Port Regulator and the
Securities Regulation Panel. She brings significant investment experience and
has been involved in high profile transactions including the Telkom IPO, the
Sanlam demutualisation as well as representing ABSIP in the drafting of the
Financial Services Charter.
Gunter Steffens has an extensive background and experience in banking in South
Africa and internationally. Mr Steffens established the Dresdner Bank AG London
Branch in 1968 and served as its General Manager until 1993, and from 1993 and
2003 served as its Group Representative and Geographic Head for South and
Southern Africa.
Mr Steffens has held directorships at Allianz International Insurance,
International Bank of Southern Africa, Commercial Bank of Namibia, German-
British Chamber of Industry and Commerce, Foreign Banks Association, Lombard
Association, Ridge Mining, Connection Group Holdings, Omega Investment Research,
Conduit Capital, Tesuco Group, and African Bank Investments. In many of these
companies he has acted as chairman and has extensive experience chairing audit
and risk committees.
C The Exco
To ensure that the Exco is in a position to deliver on its mandate to the Board,
which includes the development, implementation and monitoring of an appropriate
operating strategy, a decision was made to increase the number of members
serving on the Exco to ensure adequate representation of all business units
within the group.
The Executive Committee of Astrapak now comprises:
Mr M Baglione - Chief Executive Officer
Mr M Diedloff - Chief Financial Officer
Mr C Muller - Group Marketing Director
Mr K Watkins - Divisional Chief Executive - Rigids Division
Mr C Lowe - Head of Rigids Inland Business Unit
Mr H Jacobs - Head of Films Inland Business Unit
Mr G Cuttler - Head of Films Coastal Business Unit
The Exco now reflects the Astrapak`s senior organisation structure that has
been reconstituted to ensure that all divisions have effective boards, and are
subdivided into manageable groups. The new structure promotes an environment for
succession planning as well as tighter and cost effective control of the
operations.
Sandton
18 March 2009
Merchant bank and sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 18/03/2009 15:03:10 Produced by the JSE SENS Department.
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