The Board

As at 31 December 2006, the Board comprised of seven non-executive directors and three independent non-executive directors and four executive directors.  The directors have a wide range of expertise in the areas of fruit marketing, finance and general commerce.  The Chairman of the Board is a non-executive director and the roles of the Chief Executive Officer and Chairman are separate.  The Board Charter defines its responsibilities relative to matters contained in the King II Report and related legislation.  In addition, the Board monitors the delegation of authority, which is regularly reviewed and updated to various committees, subsidiary boards and members of management, and those matters that are reserved for the Board’s authority.

The directors have a responsibility to become acquainted with all their duties, and the company secretary is responsible for ensuring that directors are kept abreast of all legislation and changes to the legislation. The directors are responsible for ensuring that the operations of the business are known to them to enable them to fulfil their fiduciary duties. All directors are entitled to seek independent and professional advice concerning the affairs of the Group. The cost of such advice is paid for by the Group. The Board meets on a quarterly basis or more frequently if circumstances require.

Board Committees
The Board has established two subcommittees, responsible to the Board
• Audit Committee
• Remuneration Committee

Audit Committee
The Audit Committee has a charter with defined terms of reference setting out the roles, duties and responsibilities of the committee. The Audit Committee is responsible for the review of the financial statements and accounting policies, the effectiveness of management information and other systems of internal control, overall risk profile of the Group, compliance with statutory and regulatory requirements, interim and final reports, the effectiveness of the internal audit function, external audit plans and fees and the findings of the internal audit function and the external auditors.

As at 31 December 2006, the audit committee comprised three members, all being non-executive, of which two are independent directors. The Chairman is an independent director. The Audit Committee meets at least four times per year.  These meetings are also attended by the internal and external auditors, the managing director and the chief financial officer.  Both the internal and external auditors have unrestricted access to the Audit Committee and its Chairman.

Remuneration Committee
As at 31 December 2006, the Remuneration Committee consists of 4 non-executive directors, two of which are independent, and one executive director. It meets at least twice per year.  The purpose of the Committee is to ensure that executive directors and senior management are remunerated fairly, responsibly and appropriately and that the remuneration scales and conditions of employment are market-related. The performance of the Group Chief Executive Officer is assessed on an annual basis by the Remuneration Committee.  The Group Chief Executive Officer assesses and approves the performance of the executive directors.

Company Secretary
The company secretary is qualified to perform her duties in accordance with applicable legislation. All directors have access to the advice and services of the company secretary who ensures compliance with applicable procedures and legislation.

Directors' Interests
Full details of directors' interests are disclosed in writing by directors annually.

Internal audit
The Group currently has an outsourced internal audit function. The internal audit function reports to the Audit Committee and has unrestricted access to the Chairman of the Audit Committee and the CEO and Chairman of the Board.  During the year under review, no material malfunction has occurred in the Group’s internal control system.

(Annual Report 2006)