Governance
As the custodian of governance, the Board is ultimately responsible for ensuring there is effective control within the business. The Board ensures effective control through a number of mechanisms, including Commitment to the governance principles set out in King IVTM; The Board Charter; Governance structures and delegation; and Compliance with applicable laws, regulations and governance practices.
Leadership Roles and Functions
Non-executive Directors
All members of the Board have a fiduciary responsibility to represent the best interest of the Group and all of its stakeholders. The Group’s non-executive directors are individuals of a high calibre and credibility who make a significant contribution to the Board’s deliberations and decisions. They have the necessary skills and experience to exercise judgement on areas such as strategy, performance, transformation, diversity and employment equity.
The Chairman
The Chairman’s role is to set the ethical tone for the Board and to ensure that the Board remains efficient, focused and operates as a unit. He is an independent, non-executive Chairman and his role is separate from that of the Group Chief Executive.
The Chairman provides overall leadership to the Board and the Chief Executive without limiting the principle of collective responsibility for Board decisions.
Chief Executive
The Board appoints the Chief Executive to lead and implement the execution of the approved strategy. The Group Chief Executive, supported by the Group’s Chief Financial Officer, serves as the link between management and the Board and is accountable to the Board. The Chief Executive reports on the progress made against the implementation of the strategy. The Group Remuneration Committee evaluates the performance of the Chief Executive against approved targets on an annual basis.
Board of Directors
Appointments to the Board
The Board has a formal and transparent policy regarding the appointment of directors to the Board. While the appointments are a matter for the Board, the authority to oversee the nomination and to carry out the interview process have been delegated to the Group Governance and Nominations, Committee.
Apart from a candidate’s experience, knowledge, skills, availability and likely fit, the committee also considers a candidate’s integrity, as well as other directorships and commitments to ensure that the candidate will have sufficient time to discharge his/her role properly.
The appointment of non-executive directors is formalised through a letter of appointment and the Board makes full disclosure regarding individual directors to enable shareholders to make their own assessment of directors. All INED board appointments are put to a shareholder vote at the next Annual General Meeting.
New appointees are appropriately familiarised with the Group’s business through an induction programme. The composition of the Board is reviewed on a regular basis to ensure ongoing compliance with the requirements of King IV.
Committees
The Board has a number of permanent standing Board committees with specific responsibilities to assist the Board in discharging its duties and responsibilities.
The responsibilities of these committees are defined in terms of their respective charters as approved by the Board.
The ultimate responsibility resides at all times with the Board. The Board does not abdicate this responsibility to the committees and exercises its oversight responsibility accordingly.
There is full disclosure, transparency and reporting from the standing committees to the Board at each Board meeting, while the chairs of the committees attend the AGM and are available to respond to any shareholder questions.
During the financial year, all the Board committees conducted their annual self-assessments to evaluate their effectiveness and procedures. The committees’ members confirmed that they were satisfied that they had fulfilled their responsibilities in accordance with each committee’s terms of reference.
