Executive Directors
Stefano Marani (CEO)
Brian Harvey (CFO)
Nick Mitchell (COO)
Leonard Eiser

Non-executive Directors
Francois Olivier*
Alex Pickard*

Independent Non-executive Directors
David King (Chairman)
Mbali Swana
Luigi Matteucci
Bane Maleke**
Thembisa Skweyiya***
Dumisa Hlatshwayo***

Role and Responsibilities
It determines the Group’s purpose and values while providing leadership aligned with supporting the long-term sustainability of the business.

The Board is diverse in demographics, skills and experience and consists of five Non-executive Directors, the majority of whom are independent, and three Executive Directors.

To improve the Board’s effectiveness, evaluations of the Board, individual Directors, Board Committees and the Chairman are carried out annually.

AUDIT COMMITTEE
(Audit, Risk and IT Committee)

Committee Members
Luigi Matteucci (Chairman)
Mbali Swana
Bane Maleke**
Dumisa Hlatshwayo***

Role and Responsibilities
The Committee oversees the governance of the risks associated with the implementation of Renergen’s strategy.  It is the duty of the Committee, among other things, to:

• Consider the expertise and experience of the Financial Director.
• Review and recommend the approval of annual integrated financial reports, statements and all other widely distributed financial documents.
• Monitor and review the accounting policies of the Group and any proposed revisions.
• Monitor compliance with applicable legislation,
• King IV™, JSE and ASX listings requirements.
• Evaluate external auditors and lenders, as well as provide recommendations for external auditor appointments.
• Monitor compliance with IFRS.
• Ensure that appropriate financial reporting procedures exist and are working, which includes consideration of all entities included in the Consolidated
• Group IFRS financial statements to ensure that it has access to all the financial information of Renergen to allow Renergen to effectively prepare and report on the Renergen financial statements.
• Report back on its responsibilities pursuant to paragraph 22.15(h) of the JSE Listings Requirements.

GETSC COMMITTEE
(Governance, Ethics, Transformation, Social & Compensation Committee)

Committee Members
Mbali Swana (Chairman)
Nick Mitchell*
Luigi Matteucci
Bane Maleke**
Thembisa Skleyiya***

Role and Responsibilities
Responsible for reviewing and recommending the Remuneration Policy and philosophy. The Committee (formed in terms of the Companies Act) acts with the full delegated authority of the Board and assists Directors in monitoring social, transformation and ethical matters and legal, regulatory and best practice disclosures relating to:

• Strategic input on transformation.
• Overseeing remuneration relating to Directors and Executives.
• Stakeholder engagement (including employees, customers, suppliers, communities and lenders).
• Environmental responsibility and adherence to applicable legislation.
• Review of Corporate Social Investment (CSI) initiatives.
• Review of the Group’s Remuneration Policy.
• To monitor the company’s activities with regards to the matters set out in Regulation 43 (5) (a) of the Companies Regulations.
• To draw matters within its mandate to the attention of the Board.
• To report to Shareholders at the company’s AGM.

NOMINATION COMMITTEE

Committee Members
David King
Nick Mitchell
Bane Maleke*
Mbali Swana
Luigi Matteucci

Role and Responsibilities
The Committee oversees the Board composition as well as assess which retiring Independent Non-executive Directors are up for re-election. Responsibilities extend to:

• Reviewing the composition of the Board.
• Board evaluation and assessment of Committee members and their effectiveness.
• Succession planning.
• Recommending nominations to the Board.