The increased scrutiny that comes with direct accountability to equity and debt capital markets, will require Motus to establish its credibility as a separately listed company, based on reliable disclosure and guidance on strategic and financial performance and, ultimately, delivering on it.

Relationships with key stakeholders such as shareholders and the investment community, debt providers and ratings agencies, government and social partners will need to be deepened in some cases and separately established in others; towards a credible reputation for strong and independent governance and effective control processes, strategic clarity and delivery from leadership, and a reputation for ethical corporate citizenship, with all its many facets.

As per King IV, Motus' leadership will need to demonstrate integrated thinking, through defensible decisions that harmonise the legitimate interests of stakeholders and align to the six capitals model for sustainable value creation, while deepening the company's reputation as an ethical and responsible corporate citizen that responds adequately to the risks and opportunities in the "triple context" (social, economic and environmental).

A well-constituted and diverse board, with expertise and experience relevant to strategy and the operating context within which Motus operates, will need to be maintained as will its independence and oversight of operations, underpinned by strong governance and control processes that support strategic delivery and corporate reputation.

Retention and succession planning for the highly experienced, long-serving management team will be critical, with continuous leadership development aligned to strategy, diversity and culture objectives.

A high standard of excellence in governance and accountability has been instilled within Motus as a member of the Imperial Group. The Motus board has been constituted to comply with King IV and the principles and recommendations of King IV have been implemented.

Board and committees post unbundling

Should shareholders approve the proposed unbundling of Motus at the Imperial Holdings meeting on 30 October 2018, Motus will be separately listed on the JSE and the board and committees of the company will be constituted as set out below.

Motus board (post unbundling)

Non-executive directors
Graham Wayne Dempster (63)
Chairman
BCom (Hons), CTA, CA(SA), AMP (Harvard)

Long4Life Limited. Graham was an executive director of Nedbank Group Limited and Nedbank Limited and retired in May 2014 with over 30 years’ service in the Nedbank Group.

Ashley (Oshy) Tugendhaft (70)
Deputy chairman and non-executive director
BA, LLB

Oshy is the senior partner of Tugendhaft Wapnick Banchetti & Partners, a leading Johannesburg niche law firm. He is also a non-executive director and deputy chairman of Alviva Holdings Limited (formerly Pinnacle Technology Holdings Limited). He was appointed to the Motus board on 1 August 2018.

Phumzile Langeni (44)
Independent non-executive director
BComm (Acc), BCom (Hons), MCom

Phumzile is the executive chairman of Afropulse Group, non-executive chairperson of the Mineworkers’ Investment Company and Primedia Holdings. She also serves as an independent non-executive director of Massmart and Redefine Properties. Phumzile was appointed on 16 April 2018 by His Excellency Cyril Ramaphosa, the President of South Africa, as one of four special investment envoys tasked with raising US$100 billion over a five-year period. She was appointed to the Motus board on 1 August 2018.

Saleh Mayet# (62)
Independent non-executive director
BAcc, CA(SA)

Saleh is a non-executive director and finance professional with well over three decades’ experience in the Anglo American group in South Africa and the UK. Saleh has extensive expertise across the full spectrum of corporate activities, including strategy, driving value initiatives with key stakeholders. Saleh is also a member of the SA CEO’s forum, providing key leadership, direction and strategy to the South African corporate office and region.

Mfondiso Johnson Ntabankulu (Johnson) Njeke# (60)
Independent non-executive director
BCompt (Hons), CA(SA), HDip Tax Law

Johnson is the lead independent director of Sasol Limited, independent chairman of MMI Holdings Limited, a non-executive director of Datatech Limited and the chairman of the Hollard Foundation Trust, and a board member since 2009.

He is the chairman of Silver Unicorn Trading 33 (Proprietary) Limited and Silver Unicorn Coal and Minerals (Proprietary) Limited. He is also a director of NM Rothschild (SA) (Proprietary) Limited, Compass Group (SA) (Proprietary) Limited, Teamcor Limited, First Lifestyle Holdings, Nkunzi Investment Holdings (Proprietary) Limited and is lead independent director at Delta Property Fund Limited since April 2017. He is also a director of the Council of the University of Johannesburg, the South African Qualifications Authority and the Black Management Forum Investment Company Limited.

# Appointed with effect from 2 January 2019.

Executive directors
Osman Suluman Arbee (59)
Chief executive officer
BAcc, CA(SA), HDip Tax

Osman was appointed the CEO of Motus on 1 March 2017 and appointed to the Motus board on 12 October 2017.

Osman has been with the Imperial Group since September 2004. During this period, he has been the CFO of Imperial Holdings, CEO of the then Car Rental and Tourism division, and the chairperson of the Aftermarket Parts and the Automotive Retail divisions.

Osman is a member of various Imperial subsidiary and divisional boards, including the UK and Australia, chairman of the Imperial Medical Aid Fund and a trustee of the Imperial and Ukhamba Community Development Trust. He was appointed to the Imperial board in July 2007 and served as CFO of Imperial Holdings from 1 July 2013 to 28 February 2017.

Prior to joining the group, Osman was a senior partner at Deloitte and spent 23 years with Deloitte in various roles, which included being a board and executive committee member.

Ockert Janse van Rensburg (45)
Chief financial officer
BCompt, CA(SA), HDip Co Law

Ockert has been with the Imperial Group since January 2015, and was appointed as CFO of Motus in January 2017. Prior to joining the group, he was the CFO of Foodcorp Holdings, a multinational food manufacturer and distributor. Prior to joining Foodcorp, he held the position as partner of PricewaterhouseCoopers Inc. Ockert is a member of various Motus subsidiary and divisional boards, including the UK and Australia, and a trustee of the group medical aid fund and retirement funds.

Board sub-committees

The Motus board has established a number of sub-committees, including statutory committees, all of which operate within written terms of reference. The performance of each committee will be regularly assessed in accordance with their terms of reference. The tables below outline the board committee structures and memberships at the time of publication.

Audit and risk committee1   Remuneration committee   SES2 committee   Asset and liabilities committee   Nomination committee

Responsibility

  • Assists with internal and external audit processes for the group, taking into account the adequacy and functioning of the internal controls and integrity of financial reporting.
  • Sets the risk culture, framework and strategy and ensures robust risk management processes are in place.
 

Responsibility

  • Advises and guides the board on director remuneration, setting and implementingremuneration policy, approval of general composition of remuneration packages and criteria for executive bonus and incentive awards.
 

Responsibility

  • Assists the group with discharging its social, ethics and sustainability responsibilities and implementing practices consistent with good corporate citizenship.
 

Responsibility

  • Responsible for implementing best practice asset and liability risk management policies.
  • Manages the liquidity, debt levels, interest rate and exchange rate risk of the group within an acceptable risk profile.
 

Responsibility

  • Provides advice and guidance on succession planning, director appointments, and director induction and training.
                 
Members
 
Members
 
Members
 
Members
 
Members
  • S Mayet (Chairman)
  • P Langeni
  • GW Dempster
 
  • A Tugendhaft (Chairman)
  • GW Dempster
  • P Langeni
 
  • JJ Njeke (Chairman)
  • P Langeni
  • S Mayet
 
  • GW Dempster (Chairman)
  • S Mayet
  • JJ Njeke
 
  • GW Dempster (Chairman)
  • A Tugendhaft
  • P Langeni

1 Composition of the audit and risk committee will be aligned to the recommendations of King IV in January 2019.

2 Social, ethics and sustainability.

Motus executive committee

Osman Suluman Arbee
Chief executive officer
BAcc, CA(SA), HDip Tax

Osman was appointed the CEO of Motus on 1 March 2017 and appointed to the Motus board on 12 October 2017.

Osman has been with the Imperial Group since September 2004. During this period, he has been the CFO of Imperial Holdings, CEO of the then Car Rental and Tourism division, and the chairperson of the Aftermarket Parts and the Automotive Retail divisions.

Osman is a member of various Imperial subsidiary and divisional boards, including the UK and Australia, chairman of the Imperial Medical Aid Fund and a trustee of the Imperial and Ukhamba Community Development Trust. He was appointed to the Imperial board in July 2007 and served as CFO of Imperial Holdings from 1 July 2013 to 28 February 2017.

Prior to joining the group, Osman was a senior partner at Deloitte and spent 23 years with Deloitte in various roles, which included being a board and executive committee member.

Ockert Janse van Rensburg
Chief financial officer
BCompt, CA(SA), HDip Co Law

Ockert has been with the Imperial Group since January 2015, and was appointed as CFO of Motus in January 2017. Prior to joining the group, he was the CFO of Foodcorp Holdings, a multinational food manufacturer and distributor. Prior to joining Foodcorp, he held the position as partner of PricewaterhouseCoopers Inc. Ockert is a member of various Motus subsidiary and divisional boards, including the UK and Australia, and a trustee of the group medical aid fund and retirement funds.

Kerry Cassel
CEO – Motor-Related Financial Services
BCom (Hons), CA(SA)

Kerry is the CEO of the Motor-Related Financial Services business segment. Prior to joining Motus in 2002, Kerry was an audit manager at Deloitte & Touche. Kerry has held multiple senior positions within Imperial over the course of her career. She was appointed as managing director of LiquidCapital (Proprietary) Limited in April 2010, appointed to the board of Associated Motor Holdings (Proprietary) Limited in July 2015 and was a member of the Imperial executive committee until the committee was disbanded in 2017.

Ray Levin
Commercial executive

Ray was appointed as Motus commercial executive in July 2017. Prior to this appointment, Ray was the CEO of KIA Motors South Africa (Proprietary) Limited and served in this position for 19 years. He is one of the most longstanding CEOs in the South African automotive industry. Ray has managed to grow the business by expanding the Kia dealer footprint from 0 to 80 dealerships across the country and significantly increasing the KIA vehicle car park in South Africa.

David Long
Chief information officer
BSc Computer Science, BSc (Hons) Operations Research, MBA

David is the chief information officer for Motus. David was previously the CIO of the Imperial Vehicle Retail, Rental and Aftermarket Parts division for two years, and prior to that was a director of Resolve Solution Partners (part of the Imperial Logistics group) for 15 years. Before founding Resolve, David was involved in information systems and business strategy for a number of South African-based companies.

Niall Lynch
Managing director – Hyundai Automotive South Africa
BCom, MBS

Niall Lynch took over as managing director of Hyundai Automotive South Africa in 2016.

Niall was previously the managing director of Renault South Africa (Proprietary) Limited prior to which he held several franchise director positions within the Vehicle Retail and Rental segment.

Berlina Moroole
Chief internal audit, risk and sustainability officer
BCom (Hons), CA(SA)

Berlina was appointed as the chief internal audit, risk and sustainability officer of Motus on 1 June 2018. Prior to joining Motus, she held several senior management roles at different companies, including Liberty Holdings Limited from December 2013. During this period, she was the group chief risk officer, group executive for group internal audit services, acting group executive for human capital and a trustee member for Liberty Community Trust. Prior to joining Liberty, she spent six years at Deloitte & Touche as a partner and was an advisory audit committee member for the United Nations Population Fund (UNFPA) and board member for Legal Aid South Africa.

Philip Michaux
CEO – Retail and Rental

Philip is the CEO of the Retail and Rental division. He started his career in the motor industry in 1981 with Saficon Holdings and has held various management positions within the industry over the years. He spent the first 23 years within the Mercedes-Benz franchise. Imperial acquired Saficon in 1995, which resulted in him joining Imperial and now Motus. He was the managing director of Cargo Motors until 2006, at which time he was promoted to CEO of the Vehicle Retail division. He was appointed to the Imperial executive committee in October 2011 and later on in May 2014, appointed as a director of Imperial. His portfolio was then expanded into the Vehicle Retail and Rental division from July 2014, which includes the UK and Australian companies.

Jaco Oosthuizen
Managing director – Renault South Africa
BCom (Hons), CA(SA)

Jaco was appointed as Managing Director of Renault South Africa effective 1 July 2017. Prior to joining Imperial in 2001 Jaco was an audit manager at Deloitte & Touche. He joined the group in the role of general manager of the Motor-Related Financial Services segment and held the position of managing director of Daihatsu South Africa (Proprietary) Limited and then managing director of Mitsubishi South Africa (Proprietary) Limited during his tenure ahead of his current role.

Malcolm Perrie
CEO – Aftermarket Parts
BSc, MBA

Malcolm is the CEO of the Aftermarket Parts division. He began his career at Telkom having completed a BSc (Electrical Engineering) at the University of the Witwatersrand. He then entered the private sector with BMI, an industrial market research company after completing his MBA, also from Wits. In 1989 he started his own marketing and consulting company which specialised in the automotive and engineering sectors. Malcolm joined Imperial in 2013 as the managing director of Parts Incorporated, a division of Aftermarket Solutions.

Michelle Seroke
Chief people officer
BSocSci

Michelle was appointed as the chief people officer of Motus effective 1 July 2017. She joined Imperial as human resources director for the Imperial Vehicle Retail, Rental and Aftermarket Parts division in August 2016. Her career began in Eskom after obtaining her BSocSci from the University of Cape Town. She has held strategic senior management and executive positions in human resources, both locally and internationally, at several organisations, including Eskom, ProductivitySA, ArcelorMittal and General Electric.

Gary Scott
Managing director – Kia Motors South Africa
BCom (Hons), CA(SA)

Gary is the managing director of Kia Motors South Africa (Proprietary) Limited. He joined Kia Motors from Deloitte in 2002, where he qualified as a chartered accountant. His 15 years automotive experience includes stints in finance, group projects and parts. He most recently served as sales director at Kia Motors South Africa (Proprietary) Limited, from 2013 to 2017.

Corne Venter
CEO: Car rental division
BCom Acc, BCom (Hons), MCom

Corne is the CEO of the Car Rental division. Joining Imperial in 2005 as financial director of Premier Motor Holdings, Corne has since held the position of managing director of Premier Motor Holdings, Porter Motor Group and Imperial Commercials. Corne serves as a director of various Imperial held companies and as a former trustee of the Imperial Pension and Provident Fund.