Interfront 2025 Annual Report

79 GOVERNANCE Committee Composition REMUNERATION, SOCIAL AND ETHICS COMMITTEE COMPOSITION AND MEETING ATTENDANCE NAME TITLE MEETING ATTENDANCE Gustav Vermaas Independent, Non-Executive Director / Chairperson 3/3 Mustaq Enus-Brey Independent, Non- Executive Director 3/3 Vonani Ntlhabyane Non-Executive Director 2/3 Erick Smith Non-Executive Director 3/3 Madelein Pepperell Company Secretary 3/3 The three executive directors, along with Ms. Nombulelo Mohoto, Head of Human Resources, attend Committee meetings as permanent invitees. Their consistent participation ensures that the Committee benefits from executive insights across key operational, financial, and human resource functions, thereby facilitating informed decision-making and effective governance oversight. Amendments to the Companies Act: Effective 27 December 2024, a key provision of the Companies Amendment Act 16 of 2024, Section 72(7A), came into effect, introducing enhanced governance requirements for the composition of the Social and Ethics Committee (SEC). According to this amendment, the SEC must now consist of a minimum of three members, with the majority being non-executive directors who have served in that capacity for the preceding three financial years. This change strengthens the committee’s independence and continuity. Thereby reinforcing its role in overseeing the company’s ethical culture, social responsibility, and corporate citizenship practices. Interfront is reviewing the composition of its SEC to ensure compliance with these new legislative requirements and to uphold its commitment to robust and ethical governance. Furthermore, Sections 30A and 30B of the Companies Amendment Act 16 of 2024, which are not yet in force pending the finalisation of supporting regulations which is expected to introduce significant new governance obligations for public and state-owned companies. For Interfront, these provisions will directly affect the mandate and responsibilities of the Social and Ethics Committee (SEC). In anticipation of the forthcoming implementation of new remuneration disclosure requirements, Interfront has adopted a proactive approach to ensure both compliance and transparency. The company has prepared comprehensive remuneration reports for the Remuneration, Social, and Ethics Committee, which include detailed metrics such as the earnings of the lowest and highest paid employees. In addition, Interfront’s Remuneration and Rewards Policy has been thoroughly reviewed to align with evolving governance expectations. This revised policy has been rigorously examined and endorsed by both the Remuneration, Social and Ethics Committee and the Interfront Board. The updated policy, accompanied by an advisory note, is scheduled to be tabled at the upcoming Annual General Meeting, following the completion of the audit by the Auditor-General of South Africa (AGSA).