Corporate governance report

Roles and responsibilities of the board

The directors bring a diverse range of industry knowledge and experience. The board formulates strategic objectives, oversees management performance and fosters a culture of ethical leadership within the group. Responsibilities are delegated to three key committees, namely Audit and Risk, Social and Ethics and Remuneration and Nominations. The board aligns with the King IV™ Report on Corporate Governance for South Africa, 2016 (King IV™)* principles to ultimately endorse and accept collective responsibility for governance and strategic oversight of the company. The board maintains a clear division of responsibilities to prevent unfettered decision-making authority by any individual and ensures that committee members possess the requisite skills for their mandates.

The board’s key roles and responsibilities include, inter alia, the following:

• Ultimate accountability and responsibility for the performance and affairs of the group.
• Leading ethically, by example, and governing the corporate citizenship of the group.
• Setting the group’s strategic objectives with a focus on value creation.
• Ensuring an effective control environment including risk management and compliance with applicable laws, codes and standards.
• Promoting the interests and expectations of stakeholders.

Board composition

As at 31 December 2025, the board had ten directors, comprising eight independent non-executive directors and two executive directors. Board composition is of great importance and there are three critical dimensions that the company considers:

• Creating the right balance of skills and experience.
• Maintaining a strong level of independence and objectivity.
• Ensuring that all directors have sufficient knowledge of the company and the context in which it operates.

There were no changes to the board during the year under review.

The names of the directors that served at the end of the year under review and their biographical details are set out on pages 74 to 75 of this report.

Board performance and evaluation

The biennial board evaluation process serves as a valuable opportunity to identify efficiencies, leverage strengths and identify areas for further development. This continuous improvement approach aims to enhance both the board’s performance and that of the group. The remuneration and nominations committee approves the board evaluation process, which is formally facilitated every second year in accordance with the recommendations in King IV^TM.

The board and its committees undertook a formal self-evaluation during the last quarter of 2024.

Board members also evaluated the performance and effectiveness of the board committees. Based on this evaluation process, the remuneration and nominations committee was satisfied with the board composition, performance of the members, levels of governance and the skills, experience and qualifications of the members. This evaluation process did not reveal any matters requiring remedial action. The board is satisfied that the evaluation process is improving its performance and effectiveness.

Rotation

The company’s memorandum of incorporation requires one-third of its non-executive directors to retire by rotation at the company’s AGM each year. Retiring directors may offer themselves for reelection by the shareholders. The remuneration and nominations committee considered the suitability of the directors retiring by rotation and, following assessment, the board resolved in March 2026 to recommend to shareholders the following directors for re-election:

• Johan Holtzhausen (Chairperson)
• Blackie Marole
• Leon Cronje

The remuneration and nominations committee also formally evaluated the suitability of the proposed members of the audit and risk committee (ARC). Based on the recommendation of the committee, the board proposed the following directors to be appointed ARC members:

• Badal Patel (Chairperson)
• Frans Britz
• Leon Cronje
• Bridgitte Mathews

Independence

All directors are mandated to disclose any interests, including shareholdings or contracts with the group, as well as personal commercial interests related to board matters. Adhering to principles of good governance, they abstain from relevant discussions and meetings where conflicts may arise.

The board, via the remuneration and nominations committee, conducts an annual assessment on the independence of its non-executive directors by holistically considering, inter alia, the independence indicators set out in principle 7, recommended practice 28 of King IV^TM on a substance over form basis.

Following the latest annual assessment, conducted in November 2025 (2025 Assessment), the board confirms that it is satisfied with the independence of all its non-executive directors.

As part of the 2025 Assessment, board tenure was among several indicators considered. For the purposes of assessing board tenure, it is measured from the company’s listing on the Botswana Stock Exchange and the Cape Town Stock Exchange in 2017. On this basis, while certain directors have served for more than nine years in total, their tenure since listing is eight years.

Following the assessment, the board is satisfied that all such directors exercise independent and objective judgement. There are no interests, positions, associations or relationships that, from the perspective of a reasonable and well-informed third party, could unduly influence their decision-making or create bias.

These directors possess deep knowledge and expertise in CA&S Group’s business and associated risks, and they consistently act in the best interests of all stakeholders.

Importantly, optimal board composition requires that a balance be struck between knowledge, skills, experience, diversity, tenure and independence. Director tenure should therefore be seen within the context of the total composition of the board and its ability to achieve the goal of good governance.

Broader diversity policy

The group has implemented a diversity policy aimed at fostering broader diversity at board level. This policy emphasises attributes such as gender, race, culture, age, field of knowledge, skills and experience. Guided by the remuneration and nominations committee, the board has actively applied the diversity policy in the nomination and appointment of directors, setting specific targets for certain indicators. This ongoing focus underscores our dedication to robust corporate governance practices.

CEO responsibilities

The group CEO, Duncan Lewis, was appointed by the board in June 2019. He is accountable, and reports directly to the board and is tasked with implementing and executing the board-approved strategy including the operational direction and objectives for CA&S. For day-to-day business affairs, the board delegates authority to the group CEO, granting full power on behalf of and in the name of the board.

Duncan is not a member of the Audit and Risk, Remuneration and Nominations and Social and Ethics Committees, but attends these meetings by invitation to contribute significant insights and information.

The board is satisfied with the CEO’s commitment as he holds no additional professional positions or memberships of other governing bodies outside the company.

The CEO’s employment and termination terms adhere to standard conditions outlined in his employment contract, which is summarised in the Remuneration Report.

Chairperson responsibilities

The board is led by the elected Chairperson, Johan Holtzhausen. The Chairperson’s responsibilities include ensuring proper governance, safeguarding stakeholder interests, fostering positive relationships, aligning the brand and group profile with company values and enhancing the industry reputation of CA&S. The roles of Chairperson and CEO are distinct.

Lead independent director responsibilities

Elias Masilela serves as the lead independent director, providing advice to the board in the Chairperson’s absence or when conflicts of interest may occur as it relates to the Chairperson. He leads in the Chairperson’s absence, acts as a sounding board, and facilitates communication between the Chairperson and other board members. The lead independent director conducts the Chairperson’s performance appraisal and chairs meetings addressing the Chairperson’s succession.

Executive team responsibilities

The executive team supports the CEO with the day-to-day affairs of the CA&S Group, serving as a sounding board and ensuring overall coordination across the group, legal entities and stakeholders. The executive team is accountable through regular reports and measured against agreed performance criteria. Members of the executive team exercise powers within their delegated authority. The executive directors – along with management – implement strategies, manage the business, allocate resources and establish best practices.

Company Secretary

Bernadien Naude holds the position of Company Secretary for CA&S Group, serving as the liaison between the board and the group. The Company Secretary’s responsibilities include board administration and communication with the Companies and Intellectual Property Commission. All directors have unrestricted access to the services of the Company Secretary, which ensures proper administration of board proceedings, compliance with legislation and facilitation of matters related to the company and shareholders. The Company Secretary also plays a pivotal role in meetings of the board and is responsible for submitting annual compliance certificates to the BSE and JSE.

In compliance with King IV^TM, the South African Companies Act, No. 71 of 2008, as amended (South African Companies Act) and the JSE Listings Requirements, through assessment, the board has reviewed the independence, qualifications, experience and competence of the Company Secretary and was satisfied with the findings. The board has also noted that the Company Secretary performed all formalities and substantive duties timeously and appropriately.

The certificate that the Company Secretary is required to issue in terms of section 88(2)(e) of the South African Companies Act, is included in the group’s annual financial statements here.

Internal audit and compliance officer

The ARC provides independent oversight of the group’s internal audit function, internal controls and assurance processes. The internal audit function provides independent assurance on the adequacy and effectiveness of the system of internal controls that maintain significant business risks at an acceptable level. The purpose, authority and responsibility of the internal audit function is consistent with the Institute of Internal Auditors’ definition of internal auditing and to the principles of King IV^TM.

The board appointed PricewaterhouseCoopers Inc. as internal auditor in 2023. The ARC approves the annual internal audit plan and receives regular reports on the effectiveness of internal controls, identified weaknesses and management’s corrective actions. The internal auditor reports directly to the ARC, and its performance and effectiveness are reviewed annually. The ARC also monitors alignment between internal and external audit activities and considers the need for additional independent assurance where appropriate, ensuring a comprehensive combined assurance approach.

External audit

The board sets a policy that governs the level and nature of non-audit services, which requires pre-approval by the ARC for all non-audit services. In determining the independence of the external auditors, the ARC considers the level and types of non-audit services provided, as well as other enquiries and representations. As required by the South African Companies Act, the ARC has satisfied itself that the group’s external auditor, Deloitte & Touche, was independent of the company, as set out in Sections 90(2)(c) and 94(8) of the South African Companies Act and is thereby able to conduct its audit functions without any undue influence from the company. The ARC has considered the relevant audit quality indicators, including the audit firm’s system of quality management. The committee was satisfied with the quality of the audit concluded.