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AFROCENTRIC GROUP
90
GOVERNANCE
CORPORATE GOVERNANCE REPORT CONTINUED
As stipulated in the JSE Listings Requirements, a detailed
assessment was conducted by the Board Chairperson, who is
satisfied with the competence, qualifications and experience of
the Company Secretary. During the reporting period, Ms Shireen
Lutchan resigned as the Group Company Secretary and was
replaced with Mr Billy Mokale as an interim Company Secretary
until such time that the Board has pronounced on the
permanent appointment of a Company Secretary. Ms Shireen
Lutchan did not serve as a Director of the Board and the
assessment confirmed her arm’s-length relationship.
BOARD OF DIRECTORS
FUNCTIONING OF THE BOARD
The Board of Directors, guided by the mission statement,
formulates strategies and policies which focus on optimising
value for stakeholders, including consumers, shareholders and
the society at large.
The Board exercises leadership and judgement in directing the
Group to achieve sustainable growth, and to act in the best
interests of the business and its stakeholders. The Board is
responsible to shareholders for creating and delivering
sustainable shareholder value by managing the Group’s
businesses, and, therefore, it determines the strategic
objectives and policies of the Group to deliver such long-term
value. In providing overall strategic direction, the Board ensures
that management strikes an appropriate balance between
promoting long-term growth and delivering short-term
objectives.
In demonstrating ethical leadership and promoting the
Company’s vision, values, purpose, culture and behaviour,
Directors act in a way they believe promotes the success of the
Company for the benefit of the stakeholders. The charter
defines the roles and responsibilities of the Board. The Board
adheres to the fiduciary duties and duty of skill and care codified
in the Companies Act. This is reflected in the conflicts of interest
policy, which also applies to Directors. Declarations of interest
are confirmed at each Board and Committee meeting and are
recorded in the minutes.
Board meetings
During the year under review, the Board had four scheduled
meetings in addition to the Annual General Meeting (“AGM”)
and Board strategy session. Non-executive Directors have
unfettered access to Senior Executives in seeking explanation
and clarification on matters prior to or following a Board
meeting. This facilitates the Board’s discussions and assists
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, five Non-executive Directors and five Independent
Non-executive Directors.
The following changes were made to the Board:
• Ms Yasmin Masithela resigned as an Independent
Non-executive Director, Chairperson of the Audit and Risk
Committee and member of the Social and Ethics
Committee, effective 15 September 2016.
• Mr Joe Appelgryn was not re-elected as a Non-executive
Director at the AGM on 1 November 2016, and, therefore,
no longer serves on the Board as a Director.
• Mr Garth Napier resigned as an Independent Non-executive
Director, Chairperson of the Social and Ethics Committee
and member of the Audit and Risk Committee, effective
1 November 2016.
• Ms Brigalia Bam resigned as an Independent Non-executive
Director and member of the Social and Ethics Committee,
effective 1 November 2016.
• Ms Nomfundo Qangule was appointed as an Independent
Non-executive Director and a member of the Audit
and Risk Committee, effective 30 November 2016.
Ms Nomfundo Qangule resigned from both these positions,
effective 14 March 2017.
• Mr Sello Mmakau was appointed as an Independent
Non-executive Director, a member of the Audit and Risk
Committee and a member of the ICT Steering Committee,
effective 30 November 2016. This will be included
for shareholder approval at the upcoming AGM on
8 November 2017.
• Ms Grathel Motau was appointed as a Non-executive
Director and a member of the Audit and Risk Committee
effective 15 May 2017 to replace Ms Nomfundo Qangule.
This will be included for shareholder approval at the
upcoming AGM on 8 November 2017.
The Non-executive Directors bring with them the experience,
knowledge and practices followed in other companies, giving
AfroCentric the best practices in the industry. The Board
induction is a process to onboard 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. A development plan is being
carried out by the Company Secretary wherein Directors are