GOVERNANCE
“Accountability breeds response-ability.” Stephen R. Covey
Wilson Bayly Holmes-Ovcon Limited (WBHO) recognises that accountability and transparency are fundamental to investor trust and commercial sustainability. In order to provide a clear and transparent view of how the organisation is run, and by whom, along with the responsibilities and principles that guide and inform its decision-making, the corporate governance structures and processes of the organisation are outlined in detail in this section of the WBHO website.
Guiding principles
Through its board of directors, WBHO endorses, and is committed to, the recommendations of:
- The King Code of Corporate Governance Principles for South Africa (King IV)
- The Companies Act
- The JSE Listings Requirements
WBHO recognises that being a ‘good corporate citizen’ requires the organisation to deliberate and act with fairness, responsibility, transparency and accountability, and to consider more than just its financial performance, appraising the short- and long-term impacts of its operations on society and the environment at the same time.
Governance structure
The following diagram outlines the governance structure of WBHO as an organisation.
THE BOARD
The Board of Wilson Bayly Holmes-Ovcon Limited (WBHO) is responsible for setting the strategic objectives of the organisation. It retains full and effective control of the company and is responsible for the implementation of the corporate vision of the organisation. The board has the authority to appoint and remove the Chief Executive Officer (CEO) of the company.
The Board of directors recognises its central, pivotal role from the perspective of governance and its responsibility to ensure that the organisation conducts itself in a fair, responsible, transparent and accountable manner. The Board determines the values and ethics of WBHO and has introduced a code of conduct, which describes a clear set of values, policies and procedures and applies to all employees. The code of conduct is regularly reviewed and, if necessary, updated.
While the Board retains overall accountability for the organisation, it delegates the daily running of the group to the CEO and the Executive committee (Exco). The Exco assists the CEO in the day-to-day management of the group. It provides organisational direction on behalf of the board of directors and is responsible for all material matters not directly managed by the board. Exco recommends policies and strategies to the board and, once these have been approved, monitors and coordinates the implementation of these strategies. The Board also delegates specific responsibilities to a number of Board committees. Detailed information regarding the mandates and performance of these committees is included in the latest integrated report available under the Investor section of the website.
Louwtjie Nel
Chairman - BSc (Eng)
Louwtjie joined WBHO in 1987, after graduating from RAU with a BSc in Civil Engineering and completing his national service. He was appointed as managing director of the Building and Civil Engineering division in 2002 and then as group CEO and to the board of Wilson Bayly Holmes-Ovcon Limited in 2008.
Wolfgang Neff
CEO – PrEng, PrCM, BSc (Eng) (Civil)
After graduating with a Bsc Civil Eng from Wits in 1993 Wolfgang began his career in Germany as a site engineer with Hochtief AG. He joined WBHO as site agent in 1997 and was promoted to contracts director in 2005. In 2012, he assumed the role of Managing Director of the Building North Division and took responsibility for the Building Africa Division in 2017.
Andrew Logan
CFO - BCom, BCompt (Hons), CA(SA)
Andrew completed his B Compt Hons degree at the University of South Africa in 2004 and qualified as a Chartered Accountant in 2005. He joined WBHO in 2003 and has 20 years of construction experience. Andrew was the Financial Director of the Building and civil engineering and Roads and earthworks divisions before being appointed as the Group Financial Director in 2010.
Ross Gardiner
Independent Non-Executive Director (British) - BSc (Hons) (Mining and Petroleum Engineering)
Ross was appointed to the board of Wilson Bayly Holmes-Ovcon Limited in 2014. After graduating from Strathclyde University in the United Kingdom in 1985, he spent a decade on the South African coal mines. He has since worked as a financial analyst at some of the top broking firms, a senior consultant at a mining consultancy and a venture capital fund manager investing in early-stage African mining projects. Ross now owns a consultancy firm specialising in mining risk assessments for bank's credit committees as well as analysis of mining projects throughout the African continent.
Cobus Bester
Independent Non-Executive Director - BCom (Acc) (Hons), CA(SA)
Cobus started his career in the construction industry as a Financial Manager at Basil Read and retired as the Chief Financial Officer of Murray & Roberts in April 2017. He held several Executive Director positions at Concor Holdings and Murray and Roberts Limited. His experience in the Construction industry spans over 30 years.
Karen Forbay
Independent Non-Executive Director - BCom (Acc) (Hons), Hdip (Tax), PGDip (Leadership)
Karen held a variety of senior positions at Transnet, in Treasury, Finance, Marketing and Capital Projects. Her experience spans across many disciplines and she currently consults on property and financial matters.
Hatla Ntene
Independent Non-Executive Director - BSc (Surv), Dip Con Econ, Dip Civ Eng, PROS, PMAQS
Hatla is a Professional Registered Quantity Surveyor. He was a director and partner of the well-known quantity surveying firm, Farrow Laing Ntene. He has served as an executive and non-executive director of property related companies both in RSA and internationally. His experience in the Construction industry spans over 30 years.
Nosipho Sonqushu
Independent Non-Executive Director - BCom (Acc) (Hons), CA(SA)
Nosipho is a qualified Chartered Accountant and a Chartered Financial Analyst (“CFA”) candidate. She completed her articles in 2015 at SNG Grant Thornton (Formerly SizweNtsalubaGobodo) and has extensive experience in audit and finance. She serves as a board member and a member of audit and risk committees across a number of sectors including: mining, facilities management, property, cleaning and security, amongst others.
Donna Msiska
Company Secretary - BCom (Rat), BCom (Hons) (CTA), CA(SA)
Donna Msiska completed her articles at KPMG in 2007. She remained at KPMG post articles and worked in Internal Audit and Accounting Advisory Services until she joined WBHO in 2013. Donna has served in various roles within the finance team at WBHO including heading up the finance portfolio at one of its subsidiaries. She is a qualified chartered accountant.
EXECUTIVE COMMITTEE
The Executive Committee (ExCo) assists the CEO in the day-to-day management of the group. It is responsible for all material matters that are not the responsibility of the board. It recommends policies and strategies as well as monitors and coordinates the implementation of these strategies.
Wolfgang Neff
CEO – PrEng, PrCM, BSc (Eng) (Civil)
After graduating with a Bsc Civil Eng from Wits in 1993 Wolfgang began his career in Germany as a site engineer with Hochtief AG. He joined WBHO as site agent in 1997 and was promoted to contracts director in 2005. In 2012, he assumed the role of Managing Director of the Building North Division and took responsibility for the Building Africa Division in 2017.
Andrew Logan
CFO - BCom, BCompt (Hons), CA(SA)
Andrew completed his B Compt Hons degree at the University of South Africa in 2004 and qualified as a Chartered Accountant in 2005. He joined WBHO in 2003 and has 20 years of construction experience. Andrew was the Financial Director of the Building and civil engineering and Roads and earthworks divisions before being appointed as the Group Financial Director in 2010.
Paul Foley
Managing Director: International - BSc (Eng) (Civil)
Paul joined WBHO in 1989, after graduating from the University of the Witwatersrand. He spent years on civil and building contracts all over the country and in Botswana, which included large shopping centres and office blocks. He was appointed Group Managing Director of Civils and Building in 2008 and appointed to the board of WBHO Construction (Pty) Ltd in 2008.
Craig Jessop
Group Managing Director: Building – PrQS, BSc (QS)
Craig began his career at a professional quantity surveying practice after graduating from the University of Natal. He moved from professional practice to join a large construction company as the Commercial and then Managing Director responsible for the coastal business unit which included building, civil engineering and road projects. In 2013, Craig joined WBHO as the Managing Director for KwaZulu-Natal and in 2019 was appointed as Group Managing Director Building.
Riaan de Necker
Group Managing Director: Roads & Earthworks - PrEng, B Eng
Riaan joined Africon Consulting in 1995 after graduating from the University of Pretoria. After 7 years in the consulting industry he joined WBHO in 2002 and was promoted to contracts director in 2009. He has extensive experience in the construction of roads, bridges, dams, runways and mining related infrastructure in South Africa, Botswana and Namibia. Riaan was appointed to the role of Divisional Managing Director of the Roads and Earthworks division in 2012 and joined the Executive Committee in 2015.
Samuel Gumede
Director: Group Legal Counsel - BA, LLB, LLM (Wits)
Sam started his career with Werksmans Attorneys after graduating from the University of the Witwatersrand and became a partner in 2003. In 2006, Sam joined Webber Wentzel as a Partner where he stayed for over 8 years. In 2015, Sam joined WBHO as Group Legal Counsel. In 2018 Sam was made a director of the board of WBHO Construction (Pty) Ltd, the group’s main operating company.
Berto Smit
Managing Director: Civil Engineering - B Eng (Civil)
After graduating from the University of Stellenbosch in 1995, Berto joined Stocks Civils as a site engineer. WBHO acquired Stocks Civils in 2001 and Berto was promoted to the position of Contracts Director in 2007. He has extensive experience in the construction of mining infrastructure, silos and towers, water retaining structures, water and effluent treatment plants, large industrial and building projects, marine works and energy projects. Berto was appointed to the position of Managing Director: Civil Engineering in 2010 and is responsible for all civil engineering related work throughout Africa.
Derek Wallace
Managing Director: Projects – PrEng, BSc (Eng) (Hons)
Derek joined WBHO in 1988 as a site engineer. He spent several years on various building contracts, which included major shopping centres and developments. He was appointed as a Contracts Director in 1996 and then joined the projects division. In 2012, Derek was appointed as the Managing Director of Projects.
HUMAN RIGHTS, ETHICS & CORRUPTION
We build trust by laying solid foundations
WBHO also subscribes to the fundamental principles of human rights enshrined in the South African Constitution, the South African Bill of Rights and the ten principles of the United Nations Global Compact (UNGC). The policies and practices of the group are aligned with these principles and the organisation upholds the rights of all people to be treated with dignity and in a culturally appropriate manner. WBHO advocates the elimination of all forms of forced or compulsory labour and the employment of children younger than 18 years of age. Processes are in place to ensure that any breaches of human rights can be reported and investigated.
Our ethical standards and practices are encouraged and promoted through anti-bribery and corruption policy, anti-competitive practices policy and our Code of Conduct. The Code of Conduct describes a clear set of values, policies and procedures and applies to all WBHO employees. It covers a wide range of ethics and corruption-related topics including theft, fraud, conflicts of interest and whistle blowing. A whistle-blowing protection policy is also in place to protect the rights of employees seeking to do the right thing. In addition, WBHO has in place an independent tip-off line (wbho@tip-offs.com) should employees or any other person prefer to report irregularities anonymously.