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Annual Report 2007

DIRECTORS’ REPORT

The directors present their report and the audited financial statements of the Group for the year ended 31 December 2007.

DIRECTORS AND DIRECTORS’ INTERESTS

The directors who held office during the year and until the date of these accounts were:

        Executive /    
Director   Date appointed   Non-executive   Independent
Burt RO   1 January 2007   Non-executive   Yes
Delafield PGR   1 January 2007   Non-executive   Yes
Emerson RV   24 September 2007   Non-executive   No
Herselman Dr JP   3 November 2006   Executive   No
Hinxman M   3 November 2006   Executive   No
Mokoena Professor T   1 January 2007   Non-executive   Yes
Moncreiffe Hon. PDEM   3 November 2006   Non-executive   No
Richardson MH   3 November 2006   Non-executive   Yes
Wood C (Chairman) (1)   1 January 2007   Executive   No
(1) C Wood appointed as executive chairman on 20th September 2007, previously held appointment as non-executive chairman.

The following directors resigned from office during the year :

Director   Date appointed   Date resigned
Cawley NB   3 November 2006   20 February 2007
Hunter AG   1 January 2007   23 September 2007

Directors’ interests :

As at the date of this report, the interest of the directors and their related entities in the shares and options of Noventa Limited were :

        Options over
    Ordinary shares held   Ordinary Shares
Herselman Dr JP   1,265,811   -
Wood C   1,229,235   1,000,000 (1)
Mokoena Professor T   465,116   -
Hinxman M   93,023   -
(1) The option over ordinary shares was issued to C Wood by the Noventa Employee Benefit Trust on 24th September 2007 at an exercise price of £1.15 per share.

According to the register of directors' interest, other than as disclosed above no rights to subscribe for shares of the company or any other group company were granted to any of the directors or their immediate families, or exercised by them, during the financial year.

Details of the nature and amount of each element of remuneration earned by each director of the Group during the financial year are shown in the table below.

    Directors’   Base   Consulting    
    fees   salary   fees   Total
Directors   US$ 000   US$ 000   US$ 000   US$ 000
Burt RO (1)   65   -   73   138
Cawley NB   -   -   -   -
Delafield P   65   -   -   65
Emerson RV   14   -   -   14
Herselman Dr JP (2)   -   342   -   342
Hinxman M   -   198   -   198
Hunter AG   55   -   -   55
Mokoena Prof TR   59   -   -   59
Moncreiffe Hon. PDEM   85   -   -   85
Richardson MH   50   -   -   50
Wood C   83   121   -   204
Directors’ emoluments and fees   476   661   73   1,210

Senior management

Russell F   270   -   270
Whitehouse D (3)   80   152   232
Rademeyer L   53   -   53
Senior managements’ emoluments   403   152   555

(1) Includes payments to GraviTa for consulting services.
(2) Includes payments to Sazerac Management Corporation for Dr Herselman’s services until 28 February 2007.
(3) Includes payments to Alitum Africa (Proprietary) Limited for consultancy services.

Meetings of directors

The Board has established four standing committees to assist in the execution of its responsibilities : the Audit Committee, the Remuneration Committee, the Nomination Committee and the Health, Safety, Environment & Community Committee. Other committees may be formed from time to time to deal with specific matters. Each committee operates under a charter approved by the Board detailing their role, structure, responsibilities and membership requirements. Each committee comprises a majority of non-executive directors and is chaired by a non-executive director.

The number of meetings of the Board of directors of Noventa held during the year ended 31 December 2007 (i.e. since admission) and the number of meetings attended by each director are tabled below :

        Number of meetings attended    
Director   Board   Remuneration   Audit   HSE   Nomination
Burt RO   4   3   -   3   -
Delafield P   4   3   2   -   -
Emerson RV   1   -   -   -   -
Herselman Dr JP   4   -   -   3   -
Hinxman M   4   -   -   -   -
Hunter AG   1   -   -   -   1
Mokoena Prof TR   4   -   2   3   2
Moncreiffe Hon. PDEM   2   1   1   -   -
Richardson MH   2   -   -   -   -
Wood C   4   2   -   -   2

        Number of meetings held while in office    
Director   Board   Remuneration   Audit   HSE   Nomination
Burt RO   4    3   -       3 (‡)   -
Delafield P (‡)   4   3(‡)       2 (‡)   -   -
Emerson RV   1   -   -   -   -
Herselman Dr JP   4   -   -   3   -
Hinxman M   4   -   -   -   -
Hunter AG   3   -   -   -   2
Mokoena Prof TR   4   -   2   3       2 (‡)
Moncreiffe Hon. PDEM   4   3   2   -   -
Richardson MH   4   -   -   -   -
Wood C       4 (‡)   2   -   -   2
† Chairman