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AfroCentric INTEGRATED ANNUAL REPORT 2016
83
Governance and sustainability
Senior Executives in seeking explanation and clarification on
matters prior to or following a Board meeting. This facilitates
the Board’s discussions and assist in reaching prompt and
informed decisions.
Operational responsibility for the Group’s subsidiary
companies has been delegated to the individual Boards,
which are accountable to the main Board for the ongoing
management of the businesses. Operational reports are
presented to the Board, prompting interactive engagements
at meetings.
BOARD COMPOSITION
AfroCentric has a unitary Board structure with three Executive
Directors and twelve Non-executive Directors. Six of the
Non-executive Directors were classified as being
independent at the financial year-end.
The following changes were made to the Board:
Mr WRC Holmes retired as an Executive Director and
Group Chief Financial Officer effective 1 August 2015. This
was highlighted in the 2015 corporate governance report.
Mr JW Boonzaaier was appointed as an Executive Director
and the Group Chief Financial Officer effective 1 August
2015. An ordinary resolution approving this appointment
was accepted by the shareholders at the AGM held on
5 February 2016.
Mr WH Britz was appointed as an Executive Director
effective 1 August 2015. An ordinary resolution approving
this appointment was accepted by the shareholders at the
AGM held on 5 February 2016.
Ms LL Dhlamini was appointed as an Independent Non-
executive Director and a member of the Audit and Risk
Committee effective 2 December 2015. An ordinary
resolution approving this appointment was accepted by
the shareholders at the AGM held on 5 February 2016.
Dr ND Munisi was appointed as a Non-executive Director
effective 7 December 2015. This will be included
for shareholder approval at the upcoming AGM
(1 November 2016).
Mr D Dempers stepped down as the Group Chief
Executive Officer (“CEO”) on 8 December 2015, and the
Chairperson assumed an executive role until the CEO
position was filled on 16 March 2016. On 2 June 2016
Mr Dempers resigned as the Executive Director to pursue
other business interests.
Mr AV Van Buuren was appointed as an Executive Director
and the Group CEO effective 16 March 2016. This will be
included for shareholder approval at the upcoming AGM
(1 November 2016).
Mr IM Kirk and Mr A Banderker were appointed as Non-
executive Directors effective 15 December 2015. This will
be included for shareholder approval at the upcoming
AGM (1 November 2016).
Subsequent to the financial year end, Ms Yasmin Masithela
resigned as an Independent Non-executive Director and
Chairperson of the Audit and Risk Committee, effective 15
September 2016.
All Directors exercise independent judgement at Board level,
which is in the interests of the Group and its stakeholders,
and this was also reaffirmed during the Board assessment
process. The Non-executive Directors bring with them the
experience, knowledge and practices followed in other
companies resulting in absorbing the best practices in the
industry. The Board induction is a process to on-board new
Directors in line with the Companies Act and King III. The
induction is carried out by the Company Secretary and
exposes the new Directors to many facets of the Group,
equipping Board members to be effective and fulfil their
fiduciary duties. Director training and development is an
ongoing exercise that requires their participation in various
programmes designed to strengthen the shortfalls observed
in the Board evaluation process.
In assessing the status of the Directors, an independent
legal opinion was received in July 2015. Mr MI Sacks and
Mr JM Kahn are now classified as Independent Non-
executive Directors. The following criteria was achieved in
assessing the Independent Directors:
They do not have a direct or indirect interest in
AfroCentric which exceeds 5% of the Group’s total number
of shares in issue.
They have not been employed by the Group in an
executive capacity, or appointed as the designated
auditor or partner in the Group’s external audit firm or
senior legal adviser for the preceding three financial years.
They have not had, within the past three years, a material
business relationship with the Group.
They do not have a member of immediate family in an
executive capacity, are not professional advisors and do
not receive remuneration contingent on the performance
of AfroCentric.
The roles of the Board Chairperson, Dr ATM Mokgokong,
and the CEO, Mr AV Van Buuren, are separate and clearly
defined. The terms of reference/charter details the division
of responsibilities between the Chairperson and the CEO.
This helps to ensure a balance of power and authority and to
guarantee that no Director has unfettered powers.
The Non-executive Directors do not have a service contract,
and all remuneration paid to Non-executive Directors
for services as Directors is in terms of approval by the
shareholders at the AGM.
As the Board Chairperson is not classified as independent,
the Board has an appointed lead Independent Non-
executive Director, Mr GL Napier. The lead Independent
Director serves as a liaison among Board members to ensure
open and transparent Board relations.
The table on page 84 illustrates the Directors’ attendance at
meetings for the year ended 30 June 2016