CORPORATE GOVERNANCE REPORT

The Board of Directors is the highest governing authority of the Group and is responsible for its corporate governance. The Board formulates the Group’s strategy and ensures all business decisions and judgments are made with reasonable care, skill and diligence. The Board meets four times a year and is chaired by Dr Anna Mokgokong.

 

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Minimum of four meetings per year

Chairperson: Lindani Dhlamini

  • Responsible for governance and compliance with applicable laws and regulations
  • Monitors and ensures that the combined assurance model is applied and incorporates various assurance services
  • Appoints the independent auditors and oversees the auditing process
  • Ensures the integrity, accuracy and adequacy of accounting records
  • Evaluates risk assessments and ensures effective risk management policies and practices
  • Reviews the business continuity planning within the Group
  • Reviews and ensures the quality of the integrated report
Minimum of four meetings per year

Chairperson: Sello Mmakau

  • Considers and steers high-level and high-impact ICT projects
  • Aligns the ICT and business strategies, goals and resources and achieves competitive advantage through ICT
  • Monitors ICT projects against ICT Master Systems Plan
Minimum of four meetings per year

Chairperson: Joe Madungandaba

  • Plans, implements and monitors new capital expenditure projects, evaluating on completion and reporting findings to the Board
  • Makes recommendations to the Board, monitors and reports on material acquisition, merger or disposal opportunities, and ongoing material transactions and matters related thereto on behalf of the Board
Minimum of four meetings per year

Chairperson: Dr Nkateko Munisi

  • Develops, implements and monitors policy regarding anti-corruption and employment equity policies
  • Monitors all executive actions regarding the Group’s standing as a responsible corporate citizen
  • Monitors the Group’s Code of Ethics, and investigates, resolves and reviews any matters which may violate the Code of Ethics
Minimum of four meetings per year

Chairperson: Joe Madungandaba

  • Approves the remuneration policy on behalf of the Board
  • Approves the remuneration report for disclosure as per King IV
  • Determines and monitors the remuneration and contractual terms of the Executive Directors and Group Executive Committee members
Minimum of two meetings per year

Chairperson: Dr Anna Mokgokong

  • Responsible for nomination, election, succession planning and Board appointments
  • Oversees the development of a formal induction programme for new directors
  • Evaluates the Board of Directors and examines the skills and characteristics needed in Board candidates

Corporate governance overview

Our vision of global leadership in sustainable healthcare and our ability to fulfil our stakeholder promises require the highest standards of corporate governance.

AfroCentric's mission is to become a leading global black-owned, responsible and diversified healthcare investment company, while ensuring that our clients and other stakeholders benefit from our growth. AfroCentric's Board of Directors (the Board) adopts an integrated approach to managing the Group to ensure that the governance structure actively identifies, responds to and communicates those material issues that impact its ability to create value. Corporate governance provides the Board with a framework that supports transparency, sustainability, fairness and ethical conduct.

Corporate governance is integral to our efficiency, growth and investor relations.

The Board of Directors is of the opinion that we have adhered to our Board Charter and that the Group has complied with the JSE Listings Requirements, Companies Act and King IV. The Board believes that it has ethically executed its responsibilities and has reported on the outcomes of its direction in line with King IV.

The Board's application of King IV can be viewed on our website: http://afrocentric-online.co.za/reports/afrocentric-ar2018/pdf/King-IV-application.pdf

As the stewards of public trust, the Board acts for the good of the organisation, exercising reasonable care in all decision-making without placing the organisation under undue risk. The Board applies and leverages sound corporate governance towards improving performance by:

  • enhancing accountability at all levels;
  • determining how governance requirements, particularly King IV, can be implemented to add organisational value;
  • guiding decision-making, reinforcing material disclosures and refining risk processes;
  • implementing integrated reporting of all business aspects;
  • embedding risk controls in day-to-day processes and decision-making; and
  • effectively identifying, understanding and managing stakeholders and their expectations to improve our ability to reduce risks.

Company Secretary

Billy Mokale was appointed as the Group Company Secretary in March 2018. The Board is satisfied that he has the requisite qualifications and experience to perform his duties.

The Company Secretary is independent from the Board and is not a director of the Group.

All directors have access to Company Secretary. The Company Secretary provides dedicated support to the Board, in particular the Non-executive Directors, and always remains a point of reference for all directors. The Company Secretary regularly consults with the directors to provide them with any necessary information. Along with the Board Chairperson, the Company Secretary regularly reviews the Board's and AfroCentric's governance processes to ensure they are fit for purpose. He also recommends or develops initiatives to strengthen the governance of AfroCentric.

The Company Secretary is the focal point of the Directors' and employees' share trading, JSE Listings Requirements, and notification of open and closed periods.

The Board of Directors

The Board's powers and responsibilities are defined in the Board Charter, which is annually reviewed and approved. This charter is aligned with the JSE Listings Requirements, the Companies Act and King IV.

The Board's Charter can be viewed on our website: http://afrocentric-online.co.za/reports/afrocentric-ar2018/pdf/board-charter.pdf

The Board's leadership and judgement direct the Group to sustainable growth, and to acting 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 long-term growth and short-term objectives.

The Board adheres to the Companies Act's stipulations on skill, care and fiduciary duties. 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, the Board had four scheduled meetings in addition to the Annual General Meeting (AGM) and Board strategy session. Prior to or following a Board meeting, Non-executive Directors have the unrestricted right to request any senior executive to clarify or explain any matter. 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 managing the businesses. Operational reports are presented to the Board, prompting interactive engagements at meetings.

Member Number of  
meetings  		     Activities undertaken in the 2018 financial year  
Anna Mokgokong Chairman and Non-executive Director 3/3*    
  • Approving recommendations from the sub-committees
  • Retaining full and effective control over the Company
  • Monitoring management’s implementation of Board resolutions and strategies
  • Defining levels of materiality and delegating other matters with the necessary written authority to management
  • Addressing all matters concerning the shareholders
  
Joe Madungandaba Deputy Chairman and Non-executive Director 3/3        
Nkateko Munisi Non-executive Director 3/3        
Ahmed Banderker Non-executive Director 3/3        
Ian Kirk Non-executive Director 3/3        
Antoine van Buuren Group CEO and Executive Director 3/3        
Hannes Boonzaaier Group CFO and Executive Director 3/3      
Willem Britz Executive Director 3/3        
Meyer Kahn Lead Independent Non-executive Director 3/3        
Motty Sacks Independent Non-executive Director 0/3        
Lindani Dhlamini Independent Non-executive Director 3/3        
Sello Mmakau Independent Non-executive Director 3/3        
Grathel Motau Independent Non-executive Director 2/3          

* The Board is scheduled to have a minimum of four meetings in a financial year. During the year under review, the fourth meeting was postponed to early July of the new financial year.

Board composition

AfroCentric has a unitary Board structure with three Executive Directors, five Non-executive Directors and five Independent Non-executive Directors. The Board's members have appropriate industry knowledge and qualifications, and sufficiently diverse experience to effectively discharge their duties.

The Non-executive Chairperson of the Board is Dr Anna Mokgokong. The Chairperson is not classified as independent and, to strengthen good corporate governance and as recommended by King IV, Mr Meyer Kahn is the appointed Lead Independent Director. The roles and responsibilities of the Chairperson and the CEO are separated.

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. Directors appointed during the year are required to have their appointments ratified at the following AGM.

Executive Directors have no fixed term of appointment and retire in line with AfroCentric's internal employment policies.

Board effectiveness

In line with King IV, the Board and sub-committees' performance was assessed and reported to the Board. The Company Secretary and the CFO, in consultation with the Chairperson, were responsible for implementing any actions emanating from this evaluation to improve the effectiveness of the Board. In addition, the Remuneration Committee evaluates executive management.

Directors' remuneration

Non-executive Directors do not have a service contract, and all their remuneration 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 sub-committees. The fee structure is based on a retainer and is determined by the Remuneration Committee.

Executive Directors' remuneration is determined by the Remuneration Committee according to AfroCentric's policy. The policy is further recommended to the Board for approval in line with good corporate governance.

Further information on Directors' remuneration appears in the Overview of remuneration policy and in the Group Annual Financial Statements (supplementary information).