THE BOARD OF DIRECTORS
The Board provides effective and ethical leadership and is responsible for setting the strategic direction and for monitoring and assessing performance of the Group.
The Board comprises five non-executive directors, including an independent Chairman and five executive directors.
The roles of the Chairman and Chief Executive Officer are separate and they each have a clear definition of responsibility that ensures a balance of power and authority so that no one individual has unfettered powers of decision making. Although only certain of the non-executive directors are independent as defined by King III, all of the non-executive directors are independent in thought and action.
The Board is governed by a Charter which is reviewed and approved annually and sets out the framework of its accountability, responsibilities and duties to the Group. The Board performs in-house evaluation of its performance, the results of which are evaluated and steps are taken to improve any shortcomings identified. The Board has delegated certain levels of authority to the executive directors through a structured and defined delegation of authority, which is updated and approved annually. It retains ultimate control and responsibility to ensure internal controls over operations and finance have been implemented, and that these are continually monitored and functioning effectively.
The Company’s memorandum of incorporation requires one-third of the non-executive directors to retire by rotation and to offer themselves for re-election by shareholders at the Annual General Meeting.
Newly appointed directors, including those serving on subsidiary companies, are provided with a detailed and comprehensive induction pack and are introduced to the operational aspects of the Group as part of the induction process. Directors, including certain key executive committee members, are required to attend the JSE Altx Directors’ Induction Programme and their attendance is monitored by the Company Secretary. All directors are required to sign a conflict of interest declaration annually and, during the year, all changes or amendments are noted and recorded.
The Board meets at least four times a year and additional meetings are arranged where necessary to review operations, financial performance, major risks, strategy and human resource management.
The Company Secretary is appointed by the Board and provides guidance to the directors on their statutory and regulatory responsibilities. Directors have unrestricted access to the Company Secretary and are entitled to seek professional independent advice at the Company’s expense.
PSG Capital (Pty) Limited serves as designated advisor (DA) and corporate advisor to the Company. The DA attends all Board and Audit and Risk Committee meetings.