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Constitution of SANRAL Board Committees - BINRA
The South African National Roads Agency SOC Limited
Incorporated in the Republic of South Africa
(Registration number 1998/009584/30)
Alpha code: BINRA
("SANRAL" or the "Company")
CONSTITUTION OF SANRAL BOARD COMMITTEES
In accordance with paragraph 6.42 of the Debt and Specialist Securities Listings Requirements, and
pursuant to the Company's previous announcement titled "Changes to the SANRAL Board of Directors"
(issued on 02 March 2026), bondholders are advised that SANRAL has, following the appointment,
reappointment and continuation of Board members with effect from 01 March 2026, completed the
reconstitution of its Board Committees; the appointment and reappointment of the Board Committee
members, are with effect from 10 April 2026.
SANRAL confirms that the Board is fully constituted in terms of the SANRAL Act, 1998 (Act No. 7 of 1998)
and its Memorandum of Incorporation which makes provision for a maximum number of eight (8) Board
Members (seven non-executive directors and one executive director). All eight (8) Board positions have
been filled.
The Board comprises the following members:
• Mr Protas Thamsanqa Phili CA(SA) (independent non-executive director) – new appointment.
• Dr Ismail Vadi (independent non-executive director) – new appointment.
• Ms Orateng Yvonne Motsoai (independent non-executive director) – new appointment.
• Ms Rochelle Blaauw (independent non-executive director) – new appointment.
• Ms Refilwe Buthelezi Pr. Eng (ECSA) (independent non-executive director) – reappointment.
• Mr Mahesh Fakir (non-executive director – National Treasury representative) – continuing member.
• Mr John Motsatsing (non-executive director – Department of Transport representative) – continuing
member.
• Mr Reginald Demana (executive director and Chief Executive Officer) – continuing member.
The brief profiles of the Board members are as follows:
Mr Protas Thamsanqa Phili CA(SA) (Chairperson) – Independent Non-Executive Chairperson
Bachelor of Commerce, Post-Graduate Diploma in Accounting, Master of Commerce.
Protas is a Chartered Accountant – CA(SA) and is Co-founder and Managing Director of Khwezela
Investment Group (Proprietary) Limited. He has over 18 years of Board experience within JSE Listed
Companies and State-Owned Companies. He is currently Board Chairman of Khula Credit Guarantee SOC
Limited and Board Chairman of the National Nuclear Regulator (NNR). Furthermore, he is currently Non-
Executive Director and Chairman of Audit & Risk Committee of Resilient REIT Limited; Non-Executive
Director of the Independent Regulatory Board for Auditors (IRBA) and Litsamaiso (Proprietary) Limited. He
previously served as Non-Executive Director and Chairman of Audit & Risk Committee of Capital Property
Fund Limited, Non-Executive Director of Rand Merchant Bank (RMB), WesBank, National Housing Finance
Corporation SOC Limited, Property Fund Managers Limited and Rand Water. Protas previously served as a
member of the National Taxation Committee of the South African Institute of Chartered Accountants
(SAICA) and a member of the South African Reserve Bank Governor's Economic Roundtable Forum. His
past roles include, amongst other, Chief Financial Officer of Sentech SOC Limited; Deputy Director-General
& Chief Financial Officer at the national Department of Rural Development & Land Reforms; Corporate
Finance Director of April27 Corporate Finance (Proprietary) Limited; and Director: Corporate Finance &
Tax Services at the Department of Public Enterprises (DPE).
Dr Ismail Vadi – Independent Non-Executive Director
BA and BA Honours (History), Higher Education Diploma, MA (History), MA (Security Studies), PhD (Political
Science).
Served as a Member of Parliament (1994–2010) and as MEC for Roads and Transport in Gauteng (2010–
2019), with extensive governance and oversight exposure through parliamentary committee leadership
and public sector executive roles.
He has lectured in the Faculty of Education at the University of the Witwatersrand. He is currently an
Adjunct Faculty at the Gordon Institute of Business Science at the University of Pretoria. He has published
on transport, education, liberation history and security studies in South Africa.
Ms. Orateng Yvonne Motsoai – Independent Non-Executive Director
LLM in Banking Law, Master of Business Leadership, Diploma in Legislative Drafting, LLB, B.Juris.
Orateng Motsoai is an admitted Attorney and Conveyancer of the High Court of SA with experience which
spans over 30 years in the legal and regulatory environment. Her experience is in various areas of the law
such as financial sector laws, commercial and corporate law, litigation, energy and construction law,
legislative drafting and corporate governance. She has worked for both private and public sector including
the Department of Public Enterprises where she held the role of Chief Director-Legal and Governance and
amassed a wealth of knowledge and experience in the governance of State-Owned Companies. Her past
roles include Lead Legal Counsel at the South African Reserve Bank, Chief Legal Counsel at Eskom Holdings
Ltd, Contracts Manager at Honeywell International, Inc. Legal and Contracts Manager at the National
Home Builders Registration Council (NHBRC). She has served as an Independent Non- Executive Director
at Pikitup SOC Ltd, and is currently the Chairperson of the Mental Health Review Board (Department of
Health).
Ms. Refilwe Buthelezi Pr. Eng (ECSA) – Independent Non-Executive Director
BEng (Electrical & Electronics), Masters in Engineering Management and an MBL, and Member of the
IoDSA.
Senior Manager at Rand Water with prior engineering and asset management roles at Eskom and broad
governance exposure through leadership and council roles. Refilwe has served as the Chairperson of the
Vaal University of Technology (VUT) Council, President of the Engineering Council of South Africa, and is
currently the President of the Federation of African Engineering Organisations.
Ms. Rochelle Blaauw – Independent Non-Executive Director
BA Honours Industrial and Organisational Psychology, BA in Human Resources Management, and multiple
specialised certifications in leadership, organisational development, risk and compliance management,
and HR business partnering.
Rochelle holds a BA Honours in Industrial and Organisational Psychology, a BA in Human Resources
Management, and multiple specialised certifications in leadership, organisational development, risk and
compliance management, and HR business partnering.
Rochelle is a seasoned Human Resources, Learning and Development, Organisational Development and
Transformation Executive with more than 25 years of experience driving transformation, capability
development, and ethical governance across leading multinational and South African organisations. She
previously served on the Boad of Directors of the Media, Information and Communication Technologies
Sector Education and Training Authority (MICT SETA), where she chaired the Finance and Remuneration
Sub-Committee. Her governance footprint further includes serving as a Trustee of the Barloworld
Education Trust and contributing to the ABVA Advisory Council.
Her skills include human resources, risk and compliance, strategic thinking, analytical capability,
stakeholder influence, and the ability to design and implement transformation frameworks that deliver
measurable impact, B-BBEE, Employment Equity and HR governance. Her past leadership roles include
IBM South Africa, Barloworld Motor Retail, McCarthy Motor Holdings, and BEE2Business, where she
coordinated large-scale leadership development programmes - including a flagship initiative with GIBS
that developed over 347 leaders across three organisational levels.
Mr Mahesh Fakir – National Treasury Representative
MSc Eng (Civil), MBA, MSc Development Finance.
Experienced professional with a background in civil engineering, finance and public sector management.
Has held leadership roles including CEO of the Ports Regulator and as a senior manager at the National
Treasury and the Presidency, as well as a consultant for Operations Vulindlela. As a retired engineer, he
currently serves as a Technical Specialist at the National Treasury. He has previously served on the boards
of PRASA, the Ports Regulator and SAMSA, and currently also serves on the board of the CSIR.
Mr John Motsatsing – Department of Transport Representative
B-Proc, Diploma in Transportation Management.
Currently employed by the National Department of Transport as the Director of Road Traffic Legislation
and Standards. His responsibilities include implementing and administering the National Road Traffic Act
and related regulations, liaising with various government departments and transport agencies, overseeing
the amendment of legislation, and managing the National Road Safety Strategy, including the
implementation of the Administrative Adjudication of Road Traffic Offences Act (AARTO), as well as liaison
with stakeholders in relation to the Act. Additionally, he administers Dangerous Goods Legislation and
ensures compliance of road transport agencies with relevant laws.
Mr Motsatsing is also responsible for the reviewing of all road transport entities legislation: Cross Border
Road Transport Agency, South African National Road Agency Limited, Road Traffic Management
Corporation, Road Accident Fund and Road Traffic Infringement Agency.
Mr Reginald Demana (CEO) – Executive Director
BSc. Mining Engineering, MSc. Mining Engineering
Serves as the executive director and Chief Executive Officer of SANRAL and remains in place as the
executive board member.
Following the above appointments and in terms of section 16 of the South African National Roads Agency
Limited and National Roads Act, 1998 (Act No. 7 of 1998), as amended (the "SANRAL Act"), the Board has
reconstituted the Board Committees to assist the Board in performing its functions.
The reconstituted Board Committees are effective from 10 April 2026. As part of the reconstitution, the
Contracts Committee has been renamed the Road Infrastructure and Projects Committee to align with
SANRAL's mandate.
The Board Committees have been constituted as follows:
• Audit and Risk Committee: Ms. Refilwe Buthelezi (Chairperson); Ms. Orateng Motsoai; Ms. Rochelle
Blaauw.
• Social, Ethics and Transformation Committee: Ms. Rochelle Blaauw (Chairperson); Dr Ismail Vadi; Mr
Mahesh Fakir.
• Road Infrastructure and Projects Committee: Ms. Orateng Motsoai (Chairperson); Dr Ismail Vadi; Mr
John Motsatsing.
• Assets and Liabilities Committee: Mr Mahesh Fakir (Chairperson); Mr John Motsatsing; Ms. Refilwe
Buthelezi.
The Board Committee structures have been constituted to strengthen governance, enhance oversight and
support the effective discharge of the Board's statutory responsibilities. In this regard, the reconstitution
promotes focused assurance across financial reporting and risk management, ethics and transformation,
infrastructure delivery oversight, and assets and liabilities governance, while maintaining clear
accountability to the Board.
10 April 2026
Debt Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 10-04-2026 04:57:00
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