Our business model

How our investments are managed

Remgro has a few operating subsidiaries of which the material companies are RCL Foods Limited (listed), Siqalo Foods Proprietary Limited (unlisted), Wispeco Holdings Proprietary Limited (unlisted) and Capevin Holdings Proprietary Limited (unlisted). Remgro’s other investments comprise both listed and unlisted companies that are not controlled by Remgro and which are mostly associates and joint ventures due to the significant influence or joint control exercised by Remgro through board representation in those investee companies.

Notwithstanding the level of influence or control, Remgro has adopted a philosophy of decentralised management, which means that its investee companies have autonomous boards of directors and management structures, while Remgro exerts its influence through non-executive representation on the boards of these companies. Remgro’s involvement is thus mainly focused on the provision of support and oversight rather than on being involved in the day-to-day management of its investee companies.

The Remgro Limited Board considers it in the best interest of all the parties concerned to respect the decentralised business model and the fact that these businesses are conducted in separate legal entities. The support derived by investee companies from Remgro as a shareholder includes strategic direction, patient financial capital, managerial support through access to Remgro’s broad and diverse network of human capital, and the creation of an environment conducive for corporate transactions. The support provided by Remgro serves to enable investee companies to achieve their relevant growth strategies and targets. This includes a newly formed Remgro Collaboration Network which provides a structure for Remgro and its investee companies to collaborate and share knowledge across various functions (e.g. human resources, corporate social investment, energy, ESG etc).

Shareholder agreements are in place for Remgro’s associates and joint ventures where there are also other major shareholders involved. These agreements serve as a mechanism to protect Remgro’s rights as a shareholder and manage any associated risks. In terms of these agreements Remgro has decision-making involvement for a defined list of material matters of the businesses of these entities, such as the appointment or removal of directors, capital structure, business strategy, large capital expenditure and mergers, acquisitions and disposals.

Where Remgro does not have the right to board representation, such investments are classified as portfolio investments (investments at fair value through other comprehensive income).

As a responsible steward of its investee companies, Remgro also exercises its influence to ensure, as far as possible, that the entities concerned adhere to its requirements in respect of matters such as governance, internal controls, financial management, risk management, legal compliance, social responsibility, safety, health and environmental management, internal audit, ethics management, information management, stakeholder relationships, succession planning and sustainability. To further advance our sustainability agenda, Remgro aims to partner with all its investee companies across their value chains to encourage and influence sustainable behaviour through Environmental, Social and Governance (ESG) principles that seek to achieve common and collective sustainability goals.

Ownership structure

Remgro’s issued share capital consists of two classes of shares, as follows:

529 217 007 ordinary shares of no par value

Each ordinary share has one vote

39 056 987 B ordinary shares of no par value

Each B ordinary share has 10 votes

All of the unlisted B ordinary shares are held by Rupert Beleggings Proprietary Limited, a company incorporated in South Africa which is the holding vehicle for the Rupert family interests in Remgro. As at 30 June 2023, the unlisted B ordinary shares were entitled to 42.91% (2022: 42.66%) of the total votes of shareholders of the Company.

An analysis of major shareholders appears here.