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INTEGRATED ANNUAL REPORT ANNUAL FINANCIAL STATEMENTS

Meeting attendance

MEMBER   Board Audit and Risk ICT Steering Investment Social and Ethics Remuneration Nomination
Dr Anna Mokgokong   5/5 N/A N/A N/A N/A N/A 3/3
Chairman and Non-executive Director                
Joe Madungandaba   5/5 N/A N/A 4/5 N/A 4/5 3/3
Deputy Chairman and Non-executive Director                
* Resigned as a member and chairperson of the Rem Committee on 29 July 2024.
               
Gerald van Wyk   5/5 4/5 4/4 5/5 4/4 5/5 3/3
Group CEO and Executive Director                
Hannes Boonzaaier   5/5 5/5 4/4 5/5 4/4 N/A N/A
Group CFO and Executive Director                
*Ahmed Banderker   1/1 0/1 1/2 3/3 2/2 1/1 1/1
Group CEO and Executive Director                
* Resigned 31 October 2023
               
Willem Britz*   1/2 N/A N/A N/A N/A N/A N/A
Non-executive Director                
* Resigned 2 February 2024
               
Mmaboshadi Chauke   5/5 5/5 N/A N/A N/A N/A N/A
Independent Non-executive Director                
* Appointed a member of Social and Ethics Committee on 30 July 2024.
               
Marinda Dippenaar   5/5 3/4 N/A 3/3 N/A N/A N/A
Non-executive Director                
Bruno Fernandes   5/5 5/5 N/A 5/5 N/A N/A N/A
Lead Independent Non-executive Director                
Paul Hanratty   5/5 N/A N/A N/A N/A N/A N/A
Non-executive Director                
Alice le Roux   5/5 4/5 N/A N/A N/A N/A N/A
Independent Non-executive Director                
* Appointed a member and chairperson of the Remuneration Committee on 29 July 2024.
               
Kanyisa Mkhize   5/5 N/A N/A 4/4 1/1 N/A 3/3
Non-executive Director                
Dr Nkateko Munisi                
Non-executive Director   5/5 N/A N/A 5/5 4/4 N/A N/A

The Board's agenda centred mainly on the following key matters for the execution of its oversight role:

  • Approving the Group strategy
  • Overseeing the relationship with key stakeholders of the Group
  • Approval of capital management, financial results, dividend policy, human resource development and application of corporate governance throughout the Group

The Board comprises the following committees:

  • Nomination
  • Audit and Risk
  • Remuneration
  • Social and Ethics
  • Investment

Board composition

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

The Non-executive Chairman of the Board is Dr Anna Mokgokong. The Chairman is not classified as independent. Therefore, to strengthen good corporate governance as recommended by King IVTM, Bruno Fernandes is the appointed Lead Independent Director. The roles and responsibilities of the Chairman and the CEO are separate.

Appointment and retirement of directors

In line with the Group's MOI, one-third of directors are required to retire by rotation at the AGM and may offer themselves for reelection. Being eligible for re-election, directors offer themselves for reappointment. Directors appointed during the year must have their appointments ratified at the following AGM.

Board effectiveness

Board evaluations are critical structural processes for assessing the effectiveness of the Board and its committees. In line with King IVTM, the Board and sub-committees' performance was evaluated and reported to the Nomination Committee as part of its adjudication process on the effective performance of individual Board members. In consultation with the Chairman, the Group Company Secretary is responsible for implementing any actions emanating from this evaluation to improve the Board's effectiveness. The Board is satisfied with the overall execution of its oversight role, and there is a joint effort to ensure the Board adheres to its strategic directive.

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.

The Remuneration Committee determines Executive Directors' remuneration according to AfroCentric's policy. AfroCentric's executive remuneration is based on the pay-for-performance principle, where members are remunerated in line with the success criteria measured against the Group balance scorecard. Our remuneration policy represents good corporate governance, as outlined in King IVTM.

Further information on directors' remuneration appears in the supplementary information of the Group 2024 AFS.

Company Secretary

Lebohang Mpumlwana is the Group Company Secretary. The Board is satisfied that she possesses the requisite qualifications and experience to perform her duties as the repository of governance knowledge, advice and assurance for corporate integrity. The Group Company Secretary is independent of the Board and is not a director of the Group. She is responsible for the efficient administration of the Company, particularly ensuring compliance with statutory and regulatory requirements.

All directors have access to the Group Company Secretary. She supports the Board and its sub-committees in all governance, risk, compliance, and legal matters. Along with the Chairperson, the Group Company Secretary regularly reviews the Board and AfroCentric's governance processes to ensure they are fit for purpose. She also recommends or develops initiatives to strengthen AfroCentric's governance.

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

Board committees and attendance

The Board established and delegated specific roles and responsibilities to sub-committees with effect from 8 January 2024. Each committee's roles, responsibilities and membership follow their Board-approved charter. The directors have delegated particular responsibilities to committees to assist the boards of AfroCentric Investment Corporation Limited and the major subsidiary, AfroCentric Health (RF) (Pty) Ltd, in meeting their oversight responsibilities. However, delegating authority does not absolve the Board or its directors of their fiduciary duties. The directors confirm that the committees have functioned within their charters during the financial year. The Board and committee charters embrace the principles of King IVTM.

The Board relies on the sub-committees of AHL and trusts them to function and perform as intended and update the Board on any material matters.

The Board is satisfied that the sub-committees fulfilled their responsibilities in accordance with their respective mandates for the reporting period.

AUDIT AND RISK COMMITTEE

This committee is chaired by and comprises only Independent Non-executive Directors. The Group CFO, Group CEO and the Chief Audit Executive are permanent invitees to the meetings of the Audit and Risk Committee.

The role of the committee

The role of the Audit and Risk Committee is to provide independent oversight, which includes, among others:

  • The effectiveness of the organisation's assurance functions and services, focusing on combined assurance processes
  • The integrity of the AFS and, to the extent delegated by the Board, other external reports issued by the organisation
  • Assurance coverage of the internal and external audit function across the Group
  • Confirming the independence of the external audit firm and the designated auditor

Composition

MEMBER Number of meetings Meeting attendance (%)
Bruno Fernandes Lead Independent Non-executive Director (Chairperson) 5/5 100
Alice le Roux Independent Non-executive Director 4/5 80
Mmaboshadi Chauke Independent Non-executive Director 5/5 100
INVITEES    
Deon Marshall Sanlam representative    
Marinda Dippenaar Non-executive Director    
Hannes Boonzaaier Group CFO and Executive Director    
Gerald van Wyk* Group CEO and Executive Director    
Ahmed Banderker** Group CEO and Executive Director    
Andrew Schwulst CEO Medscheme    
* Gerald Van Wyk attends the committee in his ex-officio capacity and is a permanent invitee as the Group CEO.
** Resigned 31 October 2023.
These meetings are held up to the end of the financial year and do not include meetings after year-end.
INDEPENDENCE OF COMMITTEE
100%

Key matters of focus

  • Approval of the audit strategy and recommendation of the audit fee for approval
  • Determination of the nature and extent of non-audit services
  • Assessment of the effectiveness of the Chief Audit Executive and the work and processes of the internal audit function
  • Satisfied itself with the appropriateness of the expertise and experience of the Group CFO
  • Reviewed and approved year-end results and announcements (recommended for Board approval)
  • Checked profit announcements and made recommendations to the Board
  • Reviewed and approved all major accounting policy decisions affecting year-end results
  • Reviewed and approved the risk register and the risk appetite statement
  • Reviewed and confirmed the updated authority levels
  • Assessed the Group's position on contingent liabilities and other claims at financial year-end
  • Reviewed policies and procedures for preventing and detecting fraud

ICT STEERING COMMITTEE

The role of the committee

The ICT Steering Committee oversees all ICT initiatives associated with goals from the Group's ICT strategy.

Composition

MEMBER Number of meetings Meeting attendance (%)
Theo Mabaso ICT Steering Committee (External Chairperson) 4/4 100
Gerald Van Wyk Group CEO and Executive Director 3/4 75
Hannes Boonzaaier Group CFO and Executive Director 4/4 100
Avsharn Bachoo** Group CIO 2/3 67
Ahmed Banderker* Group CEO and Executive Director 2/2 100
Ashley Singh*** CIO Health and Corporate 2/2 100
* Resigned 31 October 2023.
** Resigned 30 April 2024.
*** Ashley Singh was appointed as the Acting CIO with effect from 20 February 2024.
The ICT Steering Committee is an internal management committee.

Key matters of focus

  • Reviewed and recommended the digital ICT strategy
  • Ensured the alignment of the business and technical Composition project management functions

INVESTMENT COMMITTEE

The role of the committee

The Investment Committee oversees the approval processes for investments. These ensure alignment with the Group's agreed strategies and values.

Composition

MEMBER Number of meetings Meeting attendance (%)
Joe Madungandaba Non-executive Director (Chairperson) 3/4 75
Dr Nkateko Munisi Non-executive Director 4/4 100
Bruno Fernandes Lead Independent Non-executive Director 4/4 100
Ahmed Banderker* Group CEO and Executive Director 3/3 100
Kanyisa Mkhize** Non-executive Director 2/2 100
Marinda Dippenaar** Non-executive Director 2/2 100
INVITEES    
Andrew Schwulst CEO Medscheme    
Gerald van Wyk Group CEO and Executive Director    
Hannes Boonzaaier Group CFO and Executive Director    
* Resigned 31 October 2023.
** Kanyisa Mkhize and Marinda Dippenaar were appointed as members of the committee on 14 September 2023.

Key matters of focus

  • Considered the viability of capital projects and/or acquisitions and/or disposals and their potential effect on the Group's cash flow and overall strategy
  • Managed capital allocation within the Group
  • Reviewed and recommended the Group's dividend policy for Board approval

NOMINATION COMMITTEE

The role of the committee

The Nomination Committee provides recommendations to the Board on all new Board and committee appointments.

Composition

MEMBER Number of meetings Meeting attendance (%)
Dr Anna Mokgokong Non-executive Director (Chairperson) 3/3 100
Gerald van Wyk Group CEO and Executive Director 3/3 100
Joe Madungandaba Non-executive Director 3/3 100
Kanyisa Mkhize Non-executive Director 3/3 100
Ahmed Banderker* Group CEO and Executive Director 1/1 100
* Resigned 31 October 2023.

Key matters of focus

  • Provided recommendations to the Board on appointing the Group CEO and key executive roles within Medscheme, including providing recommendations on the composition of the Board and the balance between Executive and Non-executive Directors appointed to the Board
  • Ensured succession plans were in place, particularly for the Chairperson and Group CEO positions
  • Liaised with the Board in the preparation of the committee's report to shareholders, as required
  • Revised the committee's terms of reference to align with King IVTM

REMUNERATION COMMITTEE

The role of the committee

The Remuneration Committee's mandate is to ensure remuneration supports the business's strategic aims and that packages are sufficient to recruit, motivate, and retain senior executives while complying with regulatory and governance principles.

Composition

MEMBER Number of meetings Meeting attendance (%)
Alice le Roux* Independent Non-executive Director (Chairperson) N/A N/A
Joe Madungandaba* Non-executive Director (Chairperson) 4/5 80
Ahmed Banderker** Group CEO and Executive Director 1/1 100
Robert Goff*** African Rainbow Capital Representative 4/4 100
INVITEES    
Gerald van Wyk Group CEO and Executive Director    
Ronnie Wa-Mundalamo Independent External Member    
* Joe resigned, and Alice was appointed as the member and Chairperson of the Remuneration Committee effective 30 July 2024.
** Resigned 31 October 2023.
*** Appointed as a member 14 September 2023.

Key matters of focus

  • Agreed and developed the Group's general policy on executive and senior management and employee remuneration. This general policy will be referred to shareholders for such shareholders to pass a non-binding advisory vote on AfroCentric's annual remuneration policy
  • Approved the remuneration report for purposes of disclosure as per King IVTM
  • Determined the specific remuneration packages for Executive Directors of the Company
  • Identified the criteria necessary to measure the performance of Executive Directors in discharging their functions and responsibilities
  • Reviewed the terms and conditions of Executive Directors' service agreements, taking into consideration information from comparable companies, where relevant

SOCIAL AND ETHICS COMMITTEE

The role of the committee

The Social and Ethics Committee assists the Board with responsible business practices within the Group. In addition, it monitors Group activities in line with section 72 of the Companies Act as amended, terms of reference and other legal requirements.

Composition

MEMBER Number of meetings Meeting attendance (%)
Dr Nkateko Munisi Non-executive Director (Chairperson) 4/4 100
Mmaboshadi Chauke* Independent Non-executive Director N/A N/A
Aklaaq Mahmood Executive Director: AfroCentric Diversified Investments 4/4 100
Ahmed Banderker** Group CEO and Executive Director 2/2 100
Tebogo Makoe*** Executive Director: Human Capital and Transformation 3/4 75
INVITEES    
Gerald van Wyk Group CEO and Executive Director    
Hannes Boonzaaier Group CFO and Executive Director    
* Appointed as the member of the Social and Ethics Committee effective 30 July 2024
** Resigned 31 October 2023
*** Resigned 30 August 2024

Key matters of focus

  • Ensured Group compliance with the B-BBEE Act
  • Reviewed the Company's environmental, health and public safety performance, including the impact of the Group's activities, products and services
  • Ensuring the Group works toward ESG objectives
  • Reviewed results of the Employee Climate Survey that examined the Company's standing in terms of the International Labour Organization's Protocol on decent work and working conditions, its employment relationships (such as treatment of unions and labour disputes), skills development, the promotion of equality, and prevention of unfair discrimination (including policies and interventions)
  • Oversaw stakeholder engagement
  • Monitored ethical standards within the Company. The committee confirms that no material breaches occurred
  • Led initiatives to combat corruption, including FWA, internally and for our client schemes
  • Revised the committee's terms of reference to align with King IVTM.