INTRODUCING OUR BOARD OF DIRECTORS

EXECUTIVE DIRECTORS


Chief executive officer

Khalid Abdulla
(51)

MBA (UCT), BCompt (Hons), CTA (Unisa), Project Management (UCT)

Appointed: 29 August 2007

Nationality: South African

Board subcommittee:

Investment committee

Expertise and experience:

Mr Abdulla is the Group chief executive officer of African Equity Empowerment Investments Limited and has been with the AEEI Group since 1999. He served as the CEO of various subsidiaries, i.e. the information technology and financial services businesses and as Group CFO in 2007 before being appointed as Group CEO in November 2009.

Mr Abdulla has been appointed to and serves on various boards and NGOs. He has over 30 years’ commercial experience related to health care, technology, financial services, events and tourism as well as fishing. He is a regular invitee and participant at the World Economic Forum in Africa as well as the Summer Davos in China.

He was the recipient of the Black Business Executive Circle (BBEC)/Absa Bank Kaelo Awards in April 2010 for leadership. He was a finalist of the 2015 Oliver Empowerment Awards – Top Male Leader of the Year.

Khalid Abdulla was ranked among the 10 best executives of 2015 by Financial Mail as one of the best CEOs in the country.

Major directorships: British Telecoms South Africa (BT), Saab Grintek Defence (Pty) Ltd, Health System Technologies (Pty) Ltd, espAfrika (Pty) Ltd, Sekunjalo Technology Solutions Ltd, Bioclones (Pty) Ltd and Premier Fishing SA (Pty) Ltd.


Chief financial officer

Chantelle Ah Sing
(42)

BCom, CLTA (UKZN)

Appointed: 19 November 2009

Nationality: South African

Expertise and experience:

Ms Ah Sing is the Group chief financial officer of African Equity Empowerment Investments Limited and joined the AEEI Group in 2007. She held various financial directorship positions in the health and biotherapeutics subsidiaries before being appointed as the Group financial officer and an executive director in November 2009.

Major directorships: Premier Fishing SA (Pty) Ltd, Sekunjalo Technology Solutions Ltd, Wynberg Pharmaceuticals (Pty) Ltd, Bioclones (Pty) Ltd, Ribotech (Pty) Ltd, Magic 828 (Pty) Ltd, SAAB Grintek Defence (Pty) Ltd and Health System Technologies (Pty) Ltd.


Corporate affairs and sustainability director

Cherie Felicity Hendricks (53)

University of Cambridge Programme for Sustainability Leadership, Incite Sustainability Executive Programme

Appointed: 18 March 2009

Nationality: South African

Board subcommittee:

Transformation committee

Social and ethics committee

Expertise and experience:

Ms Hendricks is the corporate affairs and sustainability director responsible for corporate affairs, which include sustainability, regulatory compliance, corporate social investment and group communication. She has more than 17 years’ experience in the AEEI Group and currently sits on the boards of the Group’s major investments and links the Group’s subsidiaries with the Group’s corporate office.

Major directorships: Health System Technologies (Pty) Ltd, Premier Fishing SA (Pty) Ltd, Ribotech (Pty) Ltd, Sekunjalo Technology Solutions Ltd, espAfrika (Pty) Ltd, Independent Newspapers (Pty) Ltd, Bioclones (Pty) Ltd, Independent Media (Pty) Ltd, Condé Nast Magazines (Pty) Ltd, Sekunjalo Independent Media (Pty) Ltd and African News Agency (Pty) Ltd.


NON-EXECUTIVE BOARD MEMBERS


Independent non‑executive chairman

Prof Vukile Charles Mehana (63)

BTh (Rhodes University), AMP (INSEAD Business School, France), Certificate on Public Enterprises (National University of Singapore), MBA (De Montfort University, UK), DPhil (University of Johannesburg), ordained minister of the Methodist Church of Southern Africa, Adjunct Professor of UCT: Graduate School of Business and Top Management Certificate on Public Enterprise (National
University of Singapore)

Appointed: 8 August 2007

Nationality: South African

Board subcommittee:

Chairman of the Investment committee

Chairman of the Nomination committee

Social and Ethics committee

Audit and Risk committee

Remuneration committee

Expertise and experience:

Prof Mehana is the chairman of the LR Management Group (Pty) Ltd and also sits on the boards of various companies as well as being an active leader in non-profit organisations.

Major directorships: LR Management Group (Pty) Ltd (chairman), J & C Engineering (Pty) Ltd (non-executive chairman), Mazwe Financial Services (non-executive chairman), Makana Investment Corporation (Pty) Ltd (non-executive director representing the Ex-Political Prisoners Trust), espAfrika (Pty) Ltd, Community Schemes Ombud Service (CSOS) (chairman), Mendo Holdings and Sizwe IT Group and Chairman of the South African Police Services Transformation Task Team.


Non-executive deputy chairman and independent non-executive director

Salim Young
(59)

BProc, LLB (UWC), LLM (Tulane University, USA)

Appointed: 12 December 2005

Nationality: South African

Board subcommittee:

Chairman of the Audit and Risk committee

Chairman of the Remuneration committee

Nomination committee

Investment committee

Expertise and experience:

Mr Young is an experienced business executive and corporate lawyer and is a former director of Webber Wentzel (formerly Mallinicks Inc.). Mr Young recently retired after a very successful 12 years as an executive director on the board of British American Tobacco SA, situated in Stellenbosch. During this time Mr Young also served as the appointed South African representative of the London-based BAT plc whose secondary listing on the JSE ranks as the largest company by market capitalisation. Mr Young maintains board positions in a number of other companies and significant trusts. He holds a postgraduate master’s degree (LLM) in International Commercial Law from Tulane University in the United States as well as Certificates in Law from Georgetown University and Harvard University, respectively.

He is one of the founders of Unipalm Investments and chairs the remuneration committee. He also sits on the Company’s investment and audit committees.

Major directorships: Unipalm Investments Ltd, Independent Media (Pty) Ltd, Loot (Pty) Ltd, Insights Publishing, BAT Signature Trust and Premier Fishing SA (Pty) Ltd.


NON-EXECUTIVE BOARD MEMBERS


Independent non‑executive director

Johannes Mihe Gaomab (53)

Appointed: 13 September 2006

Nationality: Namibian

Board subcommittee:

Audit and Risk committee

Social and Ethics committee

Expertise and experience:

Mr Gaomab is an international businessman with major business interests in Namibia and South Africa. He is the founder and chairman of Gaomab Investments Management CC, Gulf Oil Marine (Pty) Ltd, Namibia Atlantic Petroleum and Shipping Corporation (NASCORP) and the executive chairman of African Renaissance Mining Company (Pty) Ltd.

Major directorships: Gaomab Investments Management CC, Gulf Oil Marine (Pty) Ltd, Namibia Atlantic Petroleum and Shipping Corporation (Pty) Ltd (chairman), Ltd and African Renaissance Mining Company (Pty) Ltd., a South African company with subsidiaries in Namibia, Democratic Republic of the Congo, Malawi and Zambia.


Non-executive director

Aziza Begum Amod (54)

Appointed: 12 November 2012

Nationality: South African

Board subcommittee:

Chairman of the Social and Ethics committee

Transformation committee

Remuneration committee

Nomination committee

Expertise and experience:

Ms Amod is a businesswoman who has successfully grown her import, export and manufacturing business into four branches and has more than 30 years’ experience. She established a network of industries related to manufacturing and provided employment opportunities to the wider local community. She has published articles and her business has been featured in various business magazines. She is actively involved in various NGOs, outreach programmes and women’s associations.

After exiting her business, she has taken up directorships in various organisations and business entities.

Major directorships: Haifams Investments (Pty) Ltd, Pro Direct Investments (Pty) Ltd, Sekunjalo Power and Renewable Energy (Pty) Ltd, Sekunjalo Oil Trading (Pty) Ltd, Premier Fishing SA (Pty) Ltd, Sekunjalo Technology Solutions Ltd and Independent Media (Pty) Ltd.


Independent non‑executive director

Takudzwa Tanyaradzwa Hove (34)

BCom (Hons) Accounting (Nelson Mandela Metropolitan University) CA(SA), ACMA, CGMA

Appointed: 4 September 2013

Nationality: Zimbabwean

Board subcommittee:

Audit and Risk committee

Investment committee

Expertise and experience:

Mr Hove worked for African Equity Empowerment Investments Ltd from April 2009 until September 2013 and held several positions, including Group financial manager and corporate finance executive. He is very knowledgeable of the Group’s diverse operations, having worked closely with the operational heads of the Group’s businesses. He is currently an executive director of Independent Media (South Africa) (Pty) Ltd and is also responsible for mergers and acquisitions.

Major directorships: Premier Fishing SA (Pty) Ltd, Sekunjalo Technology Solutions Ltd, 3 Laws Capital (Pty) Ltd, Condé Nast Independent Magazines (Pty) Ltd, Allied Publishing Ltd, Allied Media Distributors (Pty) Ltd.


Independent non-executive director

Zenariah Barends
(54)

Diploma in Library and Information Science and BA (Honours) from the University of the Western Cape

Appointed: 14 November 2014

Nationality: South African

Board subcommittee:

Chairman of the Transformation committee

Social and Ethics committee

Expertise and experience:

Ms Barends is the chairperson, trustee and board member of a number of civil society institutions including Inyathelo: The South African Institute for Advancement. She has a long history of involvement in arts and culture through the Cape Cultural Collective as well as a strong track record in human rights activism. She served as the Western Cape Head of Investigations of the Truth and Reconciliation Commission – a commission chaired by Nobel Laureate, Archbishop Desmond Tutu.

In her current portfolio she is a senior executive and chief of staff at Independent Media. Her portfolio includes coordinating the involvement of the Sekunjalo Group in the BRICS Business Council and the South Africa Saudi Arabia Business Council. She is also responsible for coordinating the Sekunjalo Group’s various World Economic Forum activities, which include the Group’s involvement in the Global Agenda Council on Emerging Multinationals and the Global Growth Companies Advisory Board.

Major directorships: Chairperson of the Board of Trustees of Inyathelo: The South African Institute for Advancement.


BOARD POWERS AND PROCEDURES

The Company is controlled by the board of directors. Directors are chosen for their corporate leadership skills, experience, expertise and gender diversity. The Board believes that the current mix of knowledge, skill and experience meets the requirements to lead the Company effectively.

The Board comprises six independent non-executive directors and three executive directors and comprises four women and five men, who determine the standards and policies to ensure that the highest quality of corporate governance is maintained within the Group.

The independent non-executive directors are considered to have the necessary skill and experience to bring balanced and independent judgment to the Board. While all directors have equal responsibility for monitoring the Group’s affairs, it is the role of the chief executive officer and the executive management team to run the business within the parameters prescribed by the Board and to produce clear, accurate and timely reports, thus enabling the Board to make informed decisions.

Through the contributions of all directors, AEEI has established a suitable balance of power and a solid framework for the examination, calculation and management of risk.

The Board has a policy that allows for the clear division of responsibilities to ensure a balance of power and authority. This means that no one individual has unlimited powers when it comes to decision-making.

The Board met six times during the year, to review the financial and operational performance of the Group and to consider issues that may have a significant impact on the Group. Senior managers of the Group attend Board meetings by invitation.

The Board has full and unrestricted access to all Company information, records, documents and property and monitors the non-financial aspects relevant to the businesses of the Group. The Board recognises its responsibility to report and communicate all matters of significance to all of its stakeholders and to ensure effective communication between internal and external stakeholders. The Board encourages attendance of its directors and chairpersons of its committees at annual general meetings (“AGM”).

The Board is satisfied that it discharged its duties and obligations as described in the Board charter during the year under review.

During the year under review, the following change was made to the position of company secretary:

  • With effect from 30 June 2016, Ms Carmelita Arendse resigned as the company secretary of the Company, and Ms Cherie Hendricks was appointed as the interim company secretary of the Company.

COMPOSITION OF THE BOARD AND APPOINTMENT OF DIRECTORS

The nomination committee makes recommendations to the Board for the appointment of new non-executive directors. Directors are chosen for their business skills and business expertise. In the Board’s opinion, all directors have the relevant knowledge, skills and experience to make a meaningful contribution to the business of the Company. The independent non-executive chairman together with the remuneration committee evaluates the performance of the executive directors annually.

The nomination committee evaluates the independence of the non-executive directors on an annual basis.

Appointments to the Board are formal and transparent and a matter for the Board as a whole. The Board believes that as long as non-executive directors remain completely independent of management and relationships that could significantly affect their decisions and advice and are of the right calibre and integrity, they can perform the required function of looking after the Company’s interests.

In terms of the Memorandum of Incorporation (“MOI”) of the Company, no director shall be appointed for life or for an indefinite period and the directors shall rotate in accordance with the provisions set out in the MOI. All of the directors shall retire from office provided that, if a director is appointed as an executive director or an employee of the Company in any other capacity, he or she shall not, while he or she holds that position or office, be subject to retirement by rotation and he or she shall not in such case be taken into account in determining the rotation or retirement of directors.

The Board is of the view that all the non-executive directors exercise independent judgment at all times with respect to material decisions of the Board.

EVALUATION OF THE BOARD, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS

The Board and committees are evaluated annually by its members and improvement in areas are identified and addressed appropriately. The results of these evaluations are not disclosed in the integrated report. It appraises the performance of the chief executive officer, the chief financial officer and the corporate affairs and sustainability director on an annual basis and identifies areas of improvement which are appropriately addressed.

INDEPENDENT NON-EXECUTIVE CHAIRMAN

The independent non-executive chairman of the Board is Professor Vukile Charles Mehana. Professor Mehana ensures that the Board is functioning efficiently and provides guidance and overall leadership for the Board and the Group. The AEEI Board elects the independent non-executive chairman.

The independent non-executive chairman:

  • ensures that Board members are fully involved and informed of any business issue/s on which a decision has to be made;
  • ensures that executive members play an effective management role and participate fully in the operation and governance of the Company;
  • ensures that Board members exercise independent judgment, act objectively and that relevant matters are placed on the agenda and prioritised properly;
  • avails himself to the chief executive officer between Board meetings to provide counsel and advice; and
  • ensures that the performance of the chief executive officer is evaluated regularly.

OUR EXECUTIVE TEAM

CHIEF EXECUTIVE OFFICER

Mr Khalid Abdulla is the chief executive officer of the Group and is an executive director appointed by the Board.

The chief executive officer is:

  • responsible for focusing on the operations of the Company, ensuring that it is run efficiently and effectively in accordance with the strategic decisions of the Board;
  • accountable to the non-executive chairman for, among other things:

    • the development and recommendation to the Board of the strategy and vision of the Company;
    • annual business plans and budgets that support the Company’s long-term view;
    • achievement of performance goals, objectives and targets;
    • maintenance of an effective management team and management structures;
    • ensuring that appropriate policies are formulated and implemented to guide activities; and
    • ensuring that effective internal organisation and governance measures are deployed.

CHIEF FINANCIAL OFFICER

Ms Chantelle Ah Sing is the chief financial officer of the Group and is an executive director.

The chief financial officer is responsible for:

  • assisting the Board to protect and manage the Company’s financial position with the assistance of the audit and risk committee;
  • ensuring that the financial statements are fairly presented and contain proper disclosures;
  • ensuring that appropriate internal controls and regulatory compliance policies and processes are in place; and
  • non-financial aspects relevant to the business of the Company are identified.

The audit and risk committee has considered the expertise and experience of the chief financial officer and deems it appropriate. The audit and risk committee has considered and is satisfied that the finance department has the appropriate expertise and is adequately resourced.

CORPORATE AFFAIRS AND SUSTAINABILITY DIRECTOR

Ms Cherie Hendricks handles the corporate affairs and sustainability of the Group and is an executive director.

The corporate affairs and sustainability director is responsible for:

  • ensuring effective corporate governance in the Group;
  • social and economic development;
  • Broad-based Black Economic Empowerment;
  • good corporate citizenship with the emphasis on corporate social responsibility within the focus areas;
  • stakeholder relationships and stakeholder engagement activities;
  • human resources and employment activities; and
  • consumer relations including public relations and marketing.

PRESCRIBED OFFICER

Mr Khalid Abdulla is the prescribed officer. The prescribed officer is required to perform his function and exercise his duties to the same standard of conduct applicable to all directors and is subject to the same liability provisions applied to directors. He is accountable for:

  • exercising general executive control over and management of the subsidiaries in the Group; and
  • to a material degree regularly participating, in the exercise of general executive control of the business units and activities of the Company.

The prescribed officer is not remunerated separately for this function.

COMPANY SECRETARY

Ms Cherie Hendricks was appointed as the interim company secretary effective 1 July 2016, subsequent to the resignation of Ms Carmelita Arendse. The company secretary is accountable to the Board for:

  • guiding the directors in terms of their duties, responsibilities, powers, training and induction of the responsibilities and liabilities under the Companies Act;
  • making the Board aware of any law relevant to and/or affecting the Company;
  • preparing of Board packs and recording of proper detailed minutes of meetings;
  • ensuring proper and orderly conduct at all Board, committee and annual general meetings;
  • disclosing of corporate actions, SENS announcements and directors’ dealings in securities;
  • delivering the integrated report and the notice of the annual general meeting and form of proxy to shareholders timeously;
  • complying with the JSE Listings Requirements and the Companies Act; and
  • updating Board policies and charters in compliance with statutory, regulatory and legislative requirements.

The Board has considered the competence, qualifications and experience of the interim company secretary and is satisfied that they are appropriate. This was concluded after due assessment following a review by the remuneration committee of the Company regarding the interim company secretary’s qualifications, experience and performance.

The Board is aware that due to the interim company secretary being an executive director, there is not an arm’s length relationship with the Board and the directors and that this is not desirable from a governance perspective. An external resource has been identified and will be appointed in December 2016.

BOARD COMMITTEES

The Board has established a number of committees to assist it in performing its duties and to fulfil its effective decision-making processes. Specific responsibilities have been formally delegated to the committees, with defined regulations and terms of reference. All the charters were reviewed during the year with changes being made to the transformation charter to take into account the new BBBEE codes.

The chairman of each committee reports back to the Board at each Board meeting and embraces a principle of transparency and full disclosure.

The delegation of authority to Board committees does not mitigate or discharge the directors and the Board from their duties and responsibilities.

Board committee members are authorised to obtain independent outside professional advice when necessary.

Directors’ details

CONFLICT OF INTEREST

All directors of the Company and its subsidiaries including senior management are required to submit a list of their directorships and interests in contracts at each Board meeting.

Directors are required to disclose their personal financial interests and those of persons related to them, in contracts or other matters in which the Company has a material interest. Where a potential conflict of interest exists, directors are expected to recuse themselves from the relevant discussions and decisions.

No director had a material interest in any significant contract with the Company or any of its subsidiaries during the year.

COMPLIANCE WITH LAWS, RULES, CODES AND STANDARDS

The Board ensures that the Company complies with all the laws, codes, rules and standards including, but not limited to, the JSE Listings Requirements, King III, the Companies Act, Competition Law, legislative and environmental standards, consumer protection laws, employment legislation, international laws and legislation as well as compliance risk. The Board considers adherence to non-binding rules, codes and standards.

The Board continually reviews the compliance of legal, regulatory, codes and other standards and continually monitors the implementation of the legal compliance processes. Board policies and charters are updated in compliance with statutory, regulatory and legislative requirements.

ANNUAL FINANCIAL STATEMENTS

The directors are required by the Companies Act to maintain adequate accounting records and are responsible for the preparation of the annual financial statements based on appropriate accounting policies.

Financial statements are based on appropriate accounting policies as set out in the notes to the financial statements and are supported by reasonable and prudent significant judgments and estimates.

The external auditors are responsible for considering internal controls relevant to the preparation of the financial statements in order to design audit procedures that are appropriate under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control systems.

The external auditors assess whether the financial statements conform to IFRS.

The external auditors offer reasonable, but not absolute, assurance of the accuracy of the financial statements. AEEI’s management is responsible for the preparation of the financial statements.

DEALING IN GROUP SHARES

In terms of the JSE Listings Requirements, directors, officers and employees of the Company are not permitted to trade in the shares of the Company during closed periods, which commence at the end of the first six months of the financial year (end February) and financial year-end (end August) and during periods when the Company is trading under a cautionary announcement. The company secretary disseminates written notices to all directors and senior management throughout the Group informing them that dealing in AEEI shares during the closed periods are prohibited.

Directors are required to seek the authority of the independent non-executive chairman prior to dealing in shares of AEEI. Accordingly, directors are not permitted to make use of internal Company information when deciding to deal in the Company’s shares.

In accordance with the JSE Listings Requirements, the Board reinforces the Code of Conduct for insider trading. Directors are updated according to any changes in terms of the JSE Listings Requirements.

All dealings in Company shares by the directors are reported on SENS within 48 hours of the trade having been made.

COMMUNICATION

The independent non-executive chairman and chief executive officer regularly communicated with major shareholders, institutional investors, analysts and the media during the period under review. The Group acknowledges the role of the media especially that of financial journalists and it endeavours to assist these role players as much as possible.

The Group encourages shareholders to attend the annual general meeting (AGM), which provides them with an opportunity to raise concerns and ideas and to participate in discussions at the AGM. The Group publishes its financial results on SENS and shareholders are advised that a copy of the integrated report is available on the Company website and at the registered offices of the Company.

The Group subscribes to a policy of full, accurate and consistent communication with regard to all its affairs. The Board seeks to present a balanced and understandable assessment of the Group’s position when reporting to stakeholders at all times.

The integrated report deals adequately with disclosures relating to financial statements, auditors’ responsibility, accounting records, internal controls, risk management, accounting policies, adherence to accounting standards, going concern issues, as well as the Group’s adherence to established codes of governance.

CORPORATE CODE OF ETHICS AND CODE OF CONDUCT

The Group subscribes to the highest levels of professionalism and integrity in conducting its businesses and dealing with all stakeholders. All employees are expected to share its commitment to high moral, ethical and legal standards.

The Code of Ethics addresses corruption, bribery, conflicts of interest and human rights and governs the Group’s approach to ethical behaviour and fair business practice. All directors and employees are aware of the Code of Ethics and Code of Conduct, which is maintained throughout the Group. Through “The Way We Work” policy, the Group subscribes to a code of ethical and moral behaviour that requires total transparency for all stakeholders. AEEI prides itself on fairness and honesty and is intolerant of theft and dishonesty.

REPORTING UNETHICAL BEHAVIOUR

Employees and stakeholders are able to report any breach of the Code of Ethics via the Group’s anonymous reporting facility. During the period under review there were no reported allegations of unethical behaviour to the reporting facility.

ENGAGING WITH OUR STAKEHOLDERS

AEEI appreciates the role of its stakeholders and is committed to nurturing impactful relationships that deliver mutual benefits and encourages transparent, objective and relevant communication. The Group recognises that its business is but one of the stakeholders in the socio-economic and environmental system. It is essential for the Group to compete successfully in an increasingly complex and ever-changing business environment and to systematically bring about change needed for sustainable development. Building and maintaining trust and respect with our various stakeholders and has a positive impact on our reputation, is essential in addressing risks and opportunities and we strive to respond timeously and appropriately to issues raised in our interactions.

Stakeholder consultation and relationship management is implemented in all divisions in the Group. Our stakeholders’ expectations are identified through regular engagements, personal interactions and our financial and sustainability reports. The Board appreciates that it is required to provide timeous, relevant and accurate information and continually strives to maintain open direct dialogue with all its stakeholders.

The Group’s stakeholder engagement is governed by the recommendations of King III. AEEI has a stakeholder engagement framework which includes communication guidelines and corporate identity. Engaging with stakeholders is decentralised and forms part of the operations of our various business units. Each business unit is required to report regularly on its stakeholder engagements.

The value added statement shows the total value created and how it was distributed.