Board deliberations 2022
The Board serves as the custodian of corporate governance and ensures that sound corporate governance principles are strictly observed and entrenched. These principles are linked to our organisational values and are therefore based on transparency, accountability, ethical management and fairness. For the year under review, the Board deliberated the following matters aligned with the Group’s adopted strategy:
BOARD SUCCESSION AND STRUCTURE
A Board effectiveness evaluation was conducted and discussed at the Nomination Committee. As a result, in terms of the skill analysis linked to the assessment and the growth of the pharmaceutical business of the Group, a dedicated Audit and Risk Committee and a board of directors for the pharma cluster were established. In addition, a further decision was taken regarding a suitable Independent Non-executive Director with the required ICT skills and experience to be appointed in due course. In the interim, the Sanlam CIO is chairing the Group's ICT Steercom to guide and preside over IT matters.
Related strategic levers
CORPORATE TRANSACTIONS
Determining the best opportunities/growth initiatives to create a value chain of healthcare enterprises that maximises the purchasing power of citizens' healthcare spend. During the period, the following was discussed and approved:
- AfroCentric Health acquired the Sanlam Gap Cover business, effective 1 September 2021
- AfroCentric Distribution Services acquired the remaining 49% of the shares in Tendahealth, effective 1 April 2022
- AfroCentric Health acquired the remaining 49% of the shares in AfroCentric Distribution Services, effective 1 July 2022
- Medscheme was awarded the full managed healthcare tender for SAMWUMED, effective 1 January 2022
Related strategic levers
RISK AND STRATEGIC REVIEW
- Risk review and adjustment to ratings and tolerance levels
- Strategic review and related projects within the current context
- Considered operating and financial updates
- Linked our risks to materiality factors to ensure assessment of those factors that would affect the organisation's ability to create value. The organisation will continue to assess the materiality issues at least annually
Related strategic levers
TRANSFORMATION
- Monitored initiatives to ensure that we achieve a Level 1 B-BBEE status, along with a continual focus on enhancing organisational transformation at every level of the business
Related strategic levers
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
- Considered the growing prominence of ESG factors in investor decision-making and how the Group can enhance practices to meet current and future stakeholder needs while preparing for possible changes in compliance obligations in line with this trend
- Approved material matters and Group-wide ESG framework
Related strategic levers
ANNUAL FINANCIAL STATEMENTS AND INTEGRATED REPORTING
- Ensured that the appropriate financial procedures were in place
- Approved the interim and final dividends, having considered the solvency and liquidity status of the Company, as required by the Companies Act 71 of 2008 and the JSE Limited Listing Requirements
- Approved the Integrated Report 2022
Related strategic levers
LEGAL COMPLIANCE
- Approved the compliance framework to ensure that appropriate processes were in place concerning legal compliance
- Ensured POPIA compliance for the Group and clients
Related strategic levers
SOCIOECONOMIC/CORPORATE SOCIAL INVESTMENT
Considered the Group's contribution to society through ESD and corporate social investment initiatives, including its bursary programme and contributions to organisations such as Eluthandweni Maternity Health Services, and SABCOHA (see page 82 for more information).
Related strategic levers
Our strategic levers
Optimal structure
Service model
Our people
Technology
Exploring disruptive models
Primary care, primary health insurance and occupational health
Pharma cluster
Client Experience and membership growth
AfroCentric aspires to become a leading diversified global healthcare investment company and ensure our clients and other stakeholders benefit from our growth. AfroCentric's Board adopts an integrated approach to managing the Group to ensure the governance structure actively identifies, responds to and communicates material issues impacting its ability to create value. Corporate governance provides the Board with a framework that supports transparency, sustainability, fairness and ethical conduct. One of the key principles of King IV is establishing a unitary board, which reflects a balance of power, with no individuals yielding unfettered power on the Board. AfroCentric responded by appointing a Lead Independent Director and two Independent Non-executive Directors. We conclude that corporate governance is integral to our efficiency, growth and investor relations.
The Board believes it adhered to the Board Charter and the Group complied with the JSE Listings Requirements, Companies Act and King IV. The Board believes it ethically executed its responsibilities and reported on the outcomes of its direction in line with King IV.
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 at undue risk. The Board applies and leverages sound corporate governance in 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
- Ensuring certain powers are delegated to management for operational efficiency
- Implementing integrated reporting of all business aspects
- Embedding risk controls in day-to-day processes and decision-making
- Effectively identifying, understanding and managing stakeholders and their expectations to improve our ability to reduce risks