BOARD COMMITTEES
Board appointments policy
The Board has an approved policy for the selection criteria and nomination and evaluation processes for the appointment of directors, either to fill a casual vacancy, or to appoint additional directors.
The Chairman of the Remuneration and Nominations Committee is required to convene a meeting of the committee for the purpose of identifying a suitable candidate(s) with the requisite strategic, analytical, communications and knowledge competence. Once identified and suitably verified, the committee will submit a proposal of nomination of the appropriate candidate for appointment to the Board. Background and reference checks are performed by the Remuneration and Nominations Committee. The Remuneration and Nominations Committee considers and makes recommendations for all Board and Board committee member appointments. Appointments to the Board are formal and transparent and are considered to be a matter for the Board as a whole.
Board committees
The Board has an Audit and Risk Committee, Remuneration and Nominations Committee, Executive Committee and three operational Management Committees.
With the exception of the Executive and Management Committees, the other committees are chaired by a non-executive director of the Board. The Audit and Risk Committee, Remuneration and Nominations Committee and the Executive Committee all have formal terms of reference (set out in Charters) which are approved by the Board.
The Audit and Risk CommitteeMembers: S Totaram (Chairman - independent non-executive director), ZR Angamia and A Dawson. The Chief Executive Officer, Group Finance Director, Company Secretary, senior financial executives and/or managers of the Group, and representatives of the external auditors, attend committee meetings by invitation.
The Audit and Risk Committee is primarily responsible for the reviewing and making of recommendations to the Board on the credibility and objectivity of annual financial statements, evaluating and making recommendations to the Board on the risk management process and internal financial controls, external and internal audit functions, and statutory and regulatory compliance of the Group.
The committee carries out its responsibilities in terms of the Audit Committee Charter (the Charter), which is reviewed annually and approved by the Board. The committee acts as the statutory Audit Committee for the Company and the Group, including all subsidiaries that are required to have such a committee.
The committee meets at least twice a year to review the provisional profit announcement, annual financial statements and Integrated Annual Report, the interim results and to receive reports on external and internal audits carried out. Other issues reported to the committee include important accounting issues, pending litigation, fraud, conflicts of interest, legislative compliance issues, insurance cover and significant current or future transactions not related to the Group’s normal business. The committee is required to assist the Board in discharging its duties relating to the preparation of accurate and compliant financial reporting, the operation of adequate systems and control processes, the safeguarding of assets, and general issues relating to risk, risk analysis and control.
Various mechanisms are employed to establish a Group-wide compliance culture using a variety of external service providers (for example assessment agencies for BEE, Safety and Health compliance and consultants for employee benefit issues, tax and competition law compliance, etc.) and internal processes. Awareness programmes are promoted via the office of the Company Secretary. The external auditors have unrestricted access to the committee and it’s Chairperson.
Remuneration and Nominations CommitteeMembers: A Dawson (Chairman - independent non-executive director), JA Holtzhausen and NP Mkwanazi (non-executive directors) and SJ Flanagan (CEO). The Organisational Performance Executive and Group Finance Director attend meetings by invitation when required.
The Remuneration and Nominations Committee presides over, and recommends to the Board, the composition of the Board and Board committees. It is required to assist the Board in discharging its duties relating to the Group’s general policy on executive and senior management remuneration, performance based incentives and bonuses, employee share incentive trust allocations, retirement fund and other benefits, and criteria necessary to measure the performance of executive directors in discharging their functions and responsibilities. Succession planning and the nomination of candidates for executive positions, and for committee and directorship positions where vacancies occur, are also a function of this committee.
Executive and Management CommitteesThe Executive Committee is made up of executive directors and key senior management
The CEO is responsible and accountable to the Board for all Group operations, and is assisted in discharging these responsibilities by the Executive Committee and three operational Management Committees who report to the Executive Committee.
The Executive committee is required to implement the strategies and policies of the Group and to submit relevant information to the Board, to manage the affairs and business of the various entities, to prioritise the allocation of capital and human resources, to establish best management practices and functional standards, and to attend to staff appointments and performance monitoring.
The Executive Committee and each of the Management Committees meet independently on average six times during the year.
Information Technology Steering CommitteeMembers: R Braithwaite (Chairman) and the Group’s IT and systems information managers, as well as a director from each operating subsidiary
The Information Technology Steering Committee and user group committees undertake projects to review and implement various information systems within the Group. The Board has delegated the responsibility of monitoring IT governance within the Group to the Audit and Risk Committee, the Steering Committee ensures responsibility over the IT governance of the Group.
The Committee meets regularly to ensure that the primary business IT needs and objectives are met and IT related risks are adequately managed. It is also tasked with reviewing the recommendations of King III and addressing any identified shortcomings.
The evaluation and monitoring of IT expenditure and IT investment is not fully in place due to continuing restructuring of procurement protocols. Although independent assurance on the effectiveness of IT controls has not been externally sourced, a number of highly skilled personnel have been recruited into the organisation that allows for an independent, yet internal review of IT processes, software and computer inventory verification, and communication methodologies and protocols. There is no Chief Information Officer (CIO) at this stage, although the role of CIO has been assigned to a senior Group manager.