The board of directors is fully committed to the principles of good corporate governance as set out in the King Report on Governance for South Africa 2009 (King III) and in the King Code of Governance Principles for South Africa 2009 (the Code). The group’s stated policy is to conduct business in accordance with the principles of integrity, accountability, fairness and transparency.
The group has a unitary board structure which comprises a majority of non-executive directors, most of whom are independent. Brief biographical details of each of the directors are set out here.
The responsibility for the functioning of the board and the executive responsibility for managing the business are separated and the chairman is an independent non-executive director. The chairman of the board is elected on an annual basis.
The board’s objective is to ensure responsible business leadership in a manner that balances the needs of all stakeholders. The board aims to retain full and effective control of the group and to give strategic direction to management.
The detailed responsibilities of the board are set out in a formal charter which is updated from time to time to align it with corporate law and governance best practice. The group has adopted a written Directors’ Code of Conduct, with which all directors are required to comply, as well as a formal document detailing the chairman’s roles and responsibilities.
Appointments to the board are made after consideration of the recommendations of the nominations committee and are subject to confirmation by shareholders at the first annual general meeting after appointment.
Non-executive directors are subject to retirement and re-election by shareholders at intervals of no more than three years. Non-executive directors who have served three terms or more of three years each are subject to retirement and re-election annually.
An evaluation of the performance of the board and its members is undertaken annually through a formal process of detailed evaluation questionnaires, discussion of results and formulation of action plans at a board meeting, as well as individual engagement between the chairman and each board member. Similar processes are followed at board committee level.
For the year under review, the board fulfilled its responsibilities in compliance with its charter.