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AfroCentric INTEGRATED ANNUAL REPORT 2016
84
Board
Number of meetings held
6
Scheduled
4
Special
2
Attendance
ATM Mokgokong – Chairperson
4
1
MJ Madungandaba –
Deputy Chairperson
4
2
Independent Non-executive
Directors
Y Masithela
4
1
GL Napier
4
2
NB Bam
4
2
LL Dhlamini
1
2
–
MI Sacks
3
1
JM Kahn
4
1
Non-executive Directors
JG Appelgryn
2
4
2
ND Munisi
3
2
–
A Banderker
4
2
–
IM Kirk
4
1
–
Executive Directors
D Dempers
5
3
2
WH Britz
4
2
AV Van Buuren
5
2
–
JW Boonzaaier
6
4
2
1 LL Dhlamini was appointed as an Independent Non-executive Director and
member of the Audit and Risk Committee on 2 December 2015.
2 JG Appelgryn attended one meeting in his capacity as a member of the
Audit and Risk Committee. He was no longer classified as independent and
therefore could not serve on this Committee effective October 2015.
3 ND Munisi was appointed as a Non-executive Director on 7 December
2015.
4 A Banderker and IM Kirk were appointed as Non-executive Directors on
15 December 2015.
5 Group Chief Executive Officer (D Dempers) stepped down as CEO on
7 December 2015 and resigned as a Board member on 2 June 2016.
AV Van Buuren was appointed as the Group CEO on 16 March 2016.
6 JW Boonzaaier was appointed as the Group Chief Financial Officer on
1 August 2015.
APPOINTMENT AND RETIREMENT OF
DIRECTORS
One third of the Directors are required to retire by rotation
at the AGM of shareholders and may offer themselves for
re-election. Being eligible for re-election, Directors offer
themselves for reappointment by the Board. Directors
appointed during the year are required to have their
appointments ratified at the following AGM. Consequently,
Mr JG Appelgryn, Mr GL Napier and Dr NB Bam will retire by
rotation and offer themselves for reappointment.
Mr AV Van Buuren was appointed as an Executive
Director and the Group CEO effective 16 March 2016.
This appointment went through a formal process via
the Nomination Committee and the Board. A SENS
announcement dated 16 March 2016 was released notifying
shareholders of the appointment. In line with AfroCentric’s
MOI, any Board appointments made during a year under
review must be confirmed by shareholders at the next AGM
of shareholders, following such an appointment. Accordingly,
Mr AV Van Buuren shall be included in the notice.
Executive Directors have no fixed term of appointment and
retire in line with AfroCentric’s internal employment policies.
BOARD DIVERSITY
The AfroCentric Board believes that a Board made up
of highly qualified Directors from diverse backgrounds,
reflective of the changing demographics of the economy,
promotes better governance. The diversity criteria include
gender, age, ethnicity and geographic background in
addition to meeting the Board’s requirements for skills and
qualifications. At AfroCentric, 50% of the Directors are from
previously disadvantaged groups and 25% are women. The
Chairperson is a black female who believes that diversifying
the Board is a step towards better governance. AfroCentric
recognises that a diverse Board is able to make decisions
more effectively by reducing the risk of ‘groupthink’, paying
more attention to managing and controlling risks, and having
a better understanding of the Group’s clients.
BOARD EVALUATION AND PERFORMANCE
Board, Committee and individual Director evaluations are
undertaken annually as recommended by King III. The
Board evaluation includes an evaluation of the Board, of
each Board Sub-committee, of the Chairperson and each
Director to review their ability to add value to the Board.
This is performed through self-assessments and peer review
processes. In addition, the Remuneration Committee
facilitates the evaluation of executive management.
The performance review of the Board indicated that sound
corporate governance is in place and is working well with
executive management. The Board is informed and attentive
to key issues. It continues to focus on ensuring that the
profile, skills set, diversification, qualifications and individual
qualities of its Executive and Non-executive Directors serve
the current and future needs of the business and the ever-
changing environment in which it operates.
DIRECTORS’ REMUNERATION
Non-executive Directors receive a fee for membership of the
Board and that of Sub-committees on which they serve. The
fee structure is based on an all-inclusive retainer structure.
Fees are determined by the Remuneration Committee
and approved by the
shareholders at the
AGM. The remuneration
of Executive Directors
is determined by
the Remuneration
Committee according
to AfroCentric’s policy.
CORPORATE GOVERNANCE REPORT (continued)
Further information
on Directors’
remuneration appears on
page 92 and in the Group
Annual Financial Statements
(supplementary information)