South African clothing retailer Truworths International said on Thursday that all the conditions precedent, including the unconditional approval of the Competition Commission, for the acquisition of a controlling interest by the company in the Young Designers Emporium (YDE) fashion chain have now been met.
The management teams are proceeding with the implementation of the merger and the integration of the YDE business with that of the company.
Truworths also announced that, at the company’s board meeting held earlier on Thursday, changes relating to the roles of certain directors and the composition of the board were unanimously approved to take place with immediate effect.
In keeping with current trends in corporate governance, the role of chairperson and CEO have been separated and Hilton Saven, an independent, non-executive director, has been appointed as the company’s non-executive chairperson.
Saven, a chartered accountant in public practice and the chairperson of the association of accounting firms Moores Rowland South Africa, was appointed to the board in February 2003.
Michael Mark has agreed to stand down as the company’s executive chairperson but will retain the position of CEO, a post he hasoccupied since 1996, during which period the company has shown consistent revenue and earnings growth.
Michael Thompson, a former regional executive with Nedbank and chairperson of Cape of Good Hope Bank who was appointed to the company’s board in March 2004 as an independent non-executive director, has been appointed to the company’s audit committee and will take over chairmanship of this committee from Saven, who will remain a member in the light of his extensive auditing background and for the purposes of continuity.
David Lapin, who has been an independent non-executive director of the company since its listing in 1998, has resigned from the board to devote more time to his United States-based strategic consultancy, but will from time to time provide professional services to the company.
Because its functions have been absorbed by the board and its other committees, the company’s ethics and governance committee, which was chaired by Lapin, has been disbanded. — I-Net Bridge