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AfroCentric INTEGRATED ANNUAL REPORT 2016
87
Governance and sustainability
Provide recommendations to the Board on the
appointment of new Executive and Non-executive
Directors, including providing recommendations on the
composition of the Board and the balance between
Executive and Non-executive Directors appointed to
the Board
Ensure that succession plans are in place, particularly for
the Chairperson and CEO positions
Liaise with the Board in relation to the preparation of the
Committee’s report to shareholders, as required
Nomination
Committee
Number of meetings held
2
Attendance
ATM Mokgokong – Chairperson
2
Non-executive Directors
MJ Madungandaba
1
A Banderker
1
2
Independent Non-executive Director
JM Kahn
1
1 A Banderker was appointed as Non-executive Directors on 15 December
2015.
COMBINED INVESTMENT COMMITTEE
During the year under review, the Investment Committee
comprised four members, two Non-executive Directors and
two Executive Directors. The constitution of this Committee
is under review to align to best practice. The Investment
Committee meets at least twice a year and additional
meetings are held when required. During the year under
review, the Committee held seven meetings.
The Committee oversees the approval processes for
investments. These are designed to ensure alignment with
the Group’s agreed strategies and values. Risks are identified
and evaluated, investments are fully optimised to produce
the maximum shareholder value within an acceptable risk
framework and appropriate risk management strategies are
pursued. The duties of the Investment Committee include:
Considering commitments, acquisitions or disposals by
the Group
Considering initial investments in the Group
Considering any other investment over R5 million –
smaller investments may be tabled at the Committee
Performing such investment-related functions as may be
delegated by the Board from time to time
Considering the viability of the capital project and/or
acquisition and/or disposal and the effect it may have on
the Group’s cash flow, and whether it will align with the
Group’s overall strategy
Ensuring due diligence procedures are adhered to when
acquiring or disposing of assets
Investment
Committee
Number of meetings held
7
Attendance
MJ Madungandaba – Chairperson
7
Non-executive Directors
A Banderker
3
Executive Directors
D Dempers
1
7
WH Britz
5
AV Van Buuren
1
7
JW Boonzaaier
2
6
1. 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.
2. JW Boonzaaier was appointed as the Group Chief Financial Officer on
1 August 2015.
COMBINED SOCIAL AND ETHICS
COMMITTEE
The Social and Ethics Committee is constituted as a statutory
committee for purposes as contained in Section 72 of the
Companies Act. The Committee is governed by a terms
of reference/charter and monitors Group performance in
terms of defined social and ethics performance indicators
that were formulated with reference to Regulation 43(5) of
the Companies Act. This is further supported by a detailed
work plan that guides the Committee on its mandate and
responsibilities.
The Committee comprised of four Independent Non-
executive Directors. The Chairperson of the Committee
submits a report to the Board on its initiatives and mandate.
Three meetings were held in the year under review.
In response to the requirements of the Companies Act, the
performance in the following areas was reviewed:
Group policies (ethics, whistle-blowing, anti-corruption
and procurement)
Employment equity
Socio-economic development
Environmental impact
B-BBEE
Review of disclosure of information to clients
Social and
Ethics
Committee
Number of meetings held
3
Attendance
Independent Non-executive Directors
GL Napier – Chairperson
3
M Mashigo – Co Chairperson (Independent
Non-executive Director AHL)
3
Y Masithela
2
NB Bam
3