Directors’ report

The directors have pleasure in presenting their annual report which forms part of the annual financial statements of the company and of the group for the year ended 31 December 2008.

Nature of business

The nature of the group’s business is set out under the group profile.

Financial results

The financial results for the year ended 31 December 2008 are set out in the annual financial statements.

Year-end review

The year under review is fully covered in the chairman’s, the chief executive’s and the financial director’s reviews.

Share capital

Details of the authorised and issued shares and the share analysis. The directors propose that the authority granted to them to control the unissued shares be renewed.

The directors propose that the general authority granted to them to repurchase ordinary shares as opportunities present themselves be renewed at the forthcoming annual general meeting. A similar request is also made in respect of preference shares.

The issued share capital increased by 3 520 000 ordinary shares as a result of the allotment and issue of new shares in terms of the Grindrod Limited Share Option Scheme during the year under review.

Dividends

The directors have declared a final dividend of 68 cents per ordinary share (2007: 44 cents distribution). Dividends paid or payable in respect of the year were as follows:

	Date of declaration	Last day to trade cum- dividend/ distribution	Trading ex-dividend commences	Record date	Payment date	Amount per share (cents)
Interim	20.08.2008	05.09.2008	08.09.2008	12.09.2008	15.09.2008	68
Final	25.02.2009	13.03.2009	16.03.2009	20.03.2009	23.03.2009	68

The directors have also declared a dividend of 623 cents per preference share (2007: 550 cents) which will be paid on the same day as the final dividend to ordinary shareholders referred to above.

Directors

Brief curricula vitae of the current directors are given in the directorate. Details of directors’ remuneration and the share option schemes appear in the remuneration report.

Change in directorate

During the financial year under review, Mrs N T Y Siwendu and Professor W D Geach were appointed to the board as independent nonexecutive directors on 21 May 2008 and 28 July 2008, respectively. Dr S M Gounden resigned as a director on 21 May 2008.

According to the company’s articles of association, at the forthcoming annual general meeting, Messrs I A J Clark, A K Olivier, D A Rennie and D A Polkinghorne retire by rotation. All are eligible and have offered themselves for re-election.

Company secretary and registered office

The company secretary is Mr C A S Robertson and his address and that of the registered office are as follows:

Business address
Quadrant House
115 Margaret Mncadi Avenue
Durban, 4001
South Africa

Postal address
PO Box 1
Durban, 4000
South Africa

Subsidiary companies

Information on associate and subsidiary companies is contained in notes 5, 6, 7 and interests in subsidiaries, respectively. Reviews of the businesses and performance of the main operating subsidiary companies are covered in the operational reviews.

International Financial Reporting Standards (IFRS)

The company’s financial statements were prepared in terms of International Financial Reporting Standards as issued by the International Accounting Standards Boards (IASB) and are consistent with those applied in the previous year with the exception of the revised IAS 16 (property, plant and equipment) and IAS 7 (cash flow statements) which were early adopted. These changes had no effect on results but there has been some restatement of prior year disclosure.

Going-concern

The directors consider that the company has adequate resources to continue operating for the foreseeable future and that it is therefore appropriate to adopt the going-concern basis in preparing the company’s financial statements. The directors have satisfied themselves that the company is in a sound financial position and that it has access to sufficient borrowing facilities to meet its foreseeable cash requirements.

Major shareholders

A list of major shareholders is detailed in share analysis of ordinary shareholders of the annual report.

Special resolutions

The company’s articles of association were amended at the 2008 annual general meeting by the insertion of a paragraph in the articles to accommodate the proposed amendment of the Income Tax Act, which abolishes secondary taxation on companies and simultaneously introduces a withholding taxation on dividends.

A renewal of authority for the company or its subsidiaries to repurchase its own shares was obtained at the 2008 annual general meeting.

There have been no special resolutions other than those referred to in this report passed by the company or its subsidiaries, the nature of which might be significant to members in their appreciation of the state of affairs of the group.

Employee retirement benefit plans

Details of the group’s employee retirement benefit plans are separately disclosed in note 18.

Holding company

Grindrod Limited had no holding company at 31 December 2008.

Auditors

Deloitte & Touche will continue in office in accordance with section 270 (2) of the Companies Act.

Subsequent events

No material change has taken place in the affairs of the group between the end of the financial year and the date of this report other than the sale of 25% plus one share of Grindrod (South Africa) (Pty) Limited to an empowerment group.