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INTEGRATED REPORT 2017
provided with necessary training identified in the induction
process.
The roles of the Board Chairperson, Dr Anna Mokgokong, and
the Group CEO, Mr Antoine van Buuren, are separate and
clearly defined. The Board charter details the division of
responsibilities between the Chairperson and the Group CEO.
This helps to ensure a balance of power and authority and to
guarantee that no Director has unfettered powers. As the Board
Chairperson is not classified as independent, the Board has an
appointed Lead Independent Non-executive Director, Mr Meyer
Kahn. The Lead Independent Director serves as a liaison
among Board members to ensure open and transparent Board
relations.
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.
The table on page 92 illustrates the Directors’ attendance
at meetings for the year ended 30 June 2017.
APPOINTMENT AND RETIREMENT OF DIRECTORS
One-third of the Directors is 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.
Mr Sello Mmakau and Ms Grathel Motau were appointed
as Independent Non-executive Directors, effective 30 November
2016 and 15 May 2017 respectively. These appointments went
through a formal process via the Nomination Committee and
the Board. SENS announcements dated 29 November 2016
and 16 May 2017 were released notifying shareholders of these
appointments. In line with AfroCentric’s Memorandum of
Incorporation (“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 Sello Mmakau and Ms Grathel Motau 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 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
Group Remuneration Committee facilitates the evaluation of
executive management.
The performance review of the Board indicated sound
corporate governance and positive collaboration with
executive management. The Board is informed and attentive to
key issues. It continues 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 dynamic environment in
which it operates.
DIRECTORS’ REMUNERATION
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.
They receive a fee for membership of the Board and of Sub-
committees on which they serve. The fee structure is based
on a retainer structure and is determined by the Group
Remuneration Committee.
The remuneration of Executive Directors is determined by
the Group Remuneration Committee according to AfroCentric’s
policy.
Further information on Directors’ remuneration appears on
page 102 and in the Group Annual Financial Statements.