Retirement of board members by rotation One-third of the maximum of ten elected PPS Holdings Trust trustees who are in office as at the date of the annual general meeting, are subject to retirement by rotation at least every three years, but may stand for re-election at the annual general meeting, subject to the recommendation of the Group Nominations Committee and the approval of the PPS Holdings Trust Board. There are currently ten elected trustees in office. The names of the three trustees who are retiring by rotation and the abbreviated curricula vitae of the retiring trustees and new nominees who are eligible to stand for election or re-election at the forthcoming annual general meeting to be held on 8 May 2023, are stated in the notice of annual general meeting included in this Integrated Report. In accordance with the provisions of the Trust Deed, PPS Holdings Trust trustees who are representatives of professional associations and trustees who are co-opted to the board are also appointed for a three-year term, after which they are required to retire, but may be nominated by the professional associations, or be co-opted, subject to the Nominations Committee’s recommendation, for reappointment by the PPS Holdings Trust Board. Interests in contracts and conflicts of interest PPS Group trustees and directors are required to avoid conflicts of interest, where possible, and where it cannot be avoided, to inform the respective board/s on which they serve timeously of any conflicts or potential conflicts of interest that they may have in relation to particular items of business, and they are obliged to recuse themselves from discussions or decisions in relation to such matters. Trustees and directors are also required to disclose their interests in, and directorships of, other companies/entities in accordance with statutory requirements and to inform the boards when any changes occur. During the year ended 31 December 2022, none of the directors/trustees had disclosed any interest in contracts or arrangements entered by the PPS Group. The Group CEO is required to disclose any appointments to nonPPS Group boards. Directors and trustees are required to submit and maintain written declarations of interests, which are presented to the respective boards at each board meeting and board members are required to acknowledge in writing that they have read the written disclosures submitted. Professional indemnity insurance Adequate Directors’ and Officers’ liability insurance and indemnity cover has been effected by the PPS Group in respect of all its trustees, directors and officers. No claims under the relevant policies were lodged during the year under review. Trustees of the Professional Provident Society Holdings Trust Trustee Age* Qualification Classification Term of Office Dr S N E Seoka (Chairman) Independent Non-executive 67 B Pharm, PhD, FPS Co-opted for a three-year term Appointed 15 August 2005 Ends AGM 2023 Dr C M Krüger (Deputy Chairman) Independent Non-executive 57 MB ChB, M Prax Med, M Pharm Med Elected for a three-year term Appointed 21 June 2004 Ends AGM 2024 Dr A Coetzee Independent Non-executive 63 B Med Sc, MB ChB, CAHM, ABCD Elected for a three-year term Appointed 11 August 2022 Ends AGM 2025 M A H de Vries Independent Non-executive 45 B Acc, CA(SA) Elected for a three-year term Appointed 27 October 2021 Ends AGM 2024 Ms D L T Dondur Independent Non-executive 56 B Acc (Hons), B Compt, CA(SA), MBA, CD(SA) Nominated for a three-year term(1) Appointed 6 July 2011 Ends AGM 2023 Mr J A B Downie Independent Non-executive 64 B Sc, MBA, CFP Co-opted for a three-year term Appointed 15 April 2010 Ends AGM 2023 67 Corporate governance report
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