Corporate governance report
The AfroCentric Board embraces its responsibility to ensure that the fundamental principles of sound corporate governance enshrined in the prescripts are observed and institutionalised throughout the Group. Primary among these are the Companies Act, the JSE Listings Requirements, the POPIA, the Group Memorandum of Incorporation (MOI) and the King IVTM Code of Corporate Governance. The King IVTM principles are entrenched in our policies, procedures and internal control mechanisms. These enable the Group to be managed ethically and operate within acceptable risk parameters complemented by its charters and policies. Our governance philosophy is grounded in our value system, purpose and vision.
OVERVIEW OF CRITICAL CORPORATE GOVERNANCE PRACTICES
EMPOWERING STAFF THROUGH SKILLS DEVELOPMENT, SUPPORTING COMPETITIVE ADVANTAGE AND RETENTION
PROACTIVE STAKEHOLDER ENGAGEMENT PROGRAMME
RISK APPETITE SET AND MONITORED
RISK MANAGEMENT THROUGH AN ERM FRAMEWORK
ANNUAL REVIEW OF BOARD LEADERSHIP STRUCTURE
SUCCESSION PLANNING AND ROTATION
COMBINED ASSURANCE APPROACH
STRONG LEAD INDEPENDENT DIRECTOR
ANNUAL BOARD AND COMMITTEE EVALUATIONS
‘OVERBOARDING’ (DIRECTORS’ EXTERNAL COMMITMENTS) POLICY AND PROVISIONS
BOARD-APPROVED POLICY ON INDEPENDENT PROFESSIONAL ADVICE
NO VOTING RIGHTS CEILINGS
MOI INCLUDES PROVISIONS FOR THE PROTECTION OF SHAREHOLDER RIGHTS AND THE EQUITABLE TREATMENT OF SHAREHOLDERS
SHAREHOLDERS’ RIGHT TO CALL SPECIAL MEETINGS
SAFEGUARDS ARE IN PLACE TO MONITOR TRANSACTIONS BETWEEN THE COMPANY AND OUR SIGNIFICANT SHAREHOLDERS
RELATED-PARTY TRANSACTIONS MONITORED AND TRANSPARENTLY DISCLOSED
BOARD DIVERSITY
To ensure AfroCentric’s Board reflects South Africa’s demographics and practices of good governance, we employ qualified directors from diverse backgrounds. Diversity criteria include gender, age, ethnicity, geographic background, and meeting the Board’s requirements for skills and qualifications.
Gender (%)
Diversity (%)
Age (%)
Independence (%)
Tenure (Years)
The Nomination Committee oversees the assessment of directors’ independence. The assessment process was constructed drawing from the guidelines of King IVTM, the Companies Act, and the constitutional documents of the Board. The results from the questionnaires were analysed to identify the specific issues related to improving the Board’s performance and to identify possible training requirements/action steps. In 2024, the Board concluded that all Non-executive Directors continued to be independent in character, demonstrated behaviour, and contribution to Board deliberations and judgement.