The Board of Directors
The Board’s powers and responsibilities are defined in the Board Charter, which is annually reviewed and approved.
The Board’s leadership and judgement direct the Group to sustainable growth. It acts 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. Therefore, it determines the strategic objectives and policies required to deliver long-term value. In providing overall strategic direction, the Board ensures management strikes an appropriate balance between long-term growth and short-term objectives.
The Board adheres to the Companies Act stipulations on skill, care and fiduciary duties. This is reflected in the conflicts of interest policy, which also applies to directors. In addition to annual declarations and the schedule 13 declarations to the JSE on new appointments, declarations of interest against the agenda items or contracts are confirmed at each Board and committee meeting and are recorded in the minutes.
Board and committee meetings
During the year, the Board held five scheduled meetings in addition to the annual general meeting (AGM). Before 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.
BOARD
- The Board is the highest governing authority of the Group and is responsible for corporate governance and setting strategic direction
- The Board formulates the Group’s strategy in line with the organisational vision and values and ensures all business decisions and judgements are made with reasonable care, skill and diligence
- The roles of the Chairperson and the CEO are not held by the same person; they are separate. A non-executive Chairperson leads the Board
- In addition, an Independent Lead Non-executive Director has been appointed to ensure independence
- The operational management of the Group is the responsibility of the CEO
AUDIT AND RISK COMMITTEE
- Responsible for governance and compliance with applicable laws and regulations
- Monitors and ensures the combined assurance model is applied and incorporates various assurance services
- Assesses suitability for appointment of the audit firm and partner
- Oversees the auditing process
- Ensures the integrity, accuracy and adequacy of accounting records
- Evaluates risk strategy, including the outcome of assessments, and ensures the application of effective risk management policies and practices
- Reviews the business continuity planning within the Group
- Reviews and ensures the quality of the integrated report
- Oversight of ICT and information and technology governance
INVESTMENT COMMITTEE
- 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 related matters
SOCIAL AND ETHICS COMMITTEE
- Monitors anti-corruption and employment equity policies
- Monitors all executive actions related to the Group’s standing as a responsible corporate citizen
- Monitors the Group’s Code of Ethics and investigates, resolves and reviews any matters that may contravene the Code of Ethics
- Monitors and assesses management implementation of the ESG Framework and all related disclosures around the Group’s compliance with environmental and sustainability governance
REMUNERATION COMMITTEE
- Recommends the remuneration policy to the Board for approval
- Approves the remuneration report for disclosure as per King IVTM
- Determines and monitors the remuneration and contractual terms of the Executive Directors and Group Executive Committee members
* In respect of the year under review, Joe Madungandaba served as the chairperson of the remuneration committee.
NOMINATION COMMITTEE
- Responsible for nomination, election, succession planning and Board appointments
- Oversees the development of a formal induction programme for new directors
- Evaluates the Board and examines the skills and characteristics required of Board candidates. The evaluation also includes assessing Board-level ESG skills and recommendations on requisite skills
Operational responsibility for the Group’s subsidiary companies is 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.