Mondi operates under a dual listed company (DLC) structure comprising Mondi Limited, a South African incorporated company holding our African assets, and Mondi plc, a UK incorporated company holding our non-African assets.

The structure reflects the fact that the majority of Mondi’s business is in Europe, while recognising our South African heritage and our ongoing operations in South Africa.

Mondi Limited has a primary listing on the JSE Limited (JSE) and Mondi plc has a premium listing on the London Stock Exchange (LSE) and a secondary listing on the JSE. Together Mondi Limited and Mondi plc are known as the Mondi Group. Under the DLC structure, any ordinary share held in either Mondi Limited or Mondi plc gives the holder an effective economic interest in the whole Mondi Group.

The Mondi Group is managed as a single economic enterprise and the board of directors and management teams of Mondi Limited and Mondi plc are identical. The DLC structure requires compliance with the legal, governance and accounting requirements of both South Africa and the UK.

 

Group structure

The diagram below sets out, in simplified form, the DLC structure of the Mondi Group:

The board and management team of the Mondi Group operate and manage the business as if it were a single economic entity. While Mondi Limited and Mondi plc are separate corporate entities and each have a board of directors, the Boards and management team are comprised of the same people.

This symmetrical arrangement is safeguarded by the provisions of the DLC Sharing Agreement between Mondi Limited and Mondi plc and the Memorandum of Incorporation and Articles of Association of each company respectively.

While the Board has delegated the day-to-day management of the Group to the Chief executive officer, there is a formal schedule of matters reserved for the Board which provides a framework for the Board to oversee control of the Group’s affairs.

Matters Reserved for the Board

Board committees

The Board committees are constituted with appropriate terms of reference which are reviewed annually. They comply with the requirements of the King Report on Governance for South Africa and the UK Corporate Governance Code.