The Board is supported by various committees and the executive management team with clear terms of reference to assist in discharging its responsibilities. The Board is responsible for the strategic direction of the Group’s and the Company’s governance framework. The Board is supported by the following Committees:
- The custodian of appointments to the Board;
- Making a selection based on merit in terms of their independence, skillset, experience and knowledge;
- Ensuring the process involves all facets of a broader diversity, with the appropriate balance of skills and knowledge relevant to the Group;
- Meeting the requirements as set out in the MOI as well as regulatory requirements;
- Assesses the size and structure of the Board to ensure its ability to execute its duties effectively;
- Assists the Board in identifying suitable candidates for appointment for election by the shareholders at the AGM.
THE AUDIT AND RISK COMMITTEE’S primary purpose is to ensure the integrity of the financial statement, to oversee the effectiveness of the internal financial controls, and the internal and external audit function. To assist the Board in carrying out its duties relating to accounting policies, internal controls, financial reporting practices, and the identification of significant risk exposure.
- The Board has delegated the management of risk to the audit and risk committee.
- The Board is committed to effective risk management in pursuit of the Group’s strategic objectives with the aim of growing shareholder value sustainably.
- The Board understands that proactive risk management is both an essential element of good corporate governance and an enabler in realising opportunities, and it continues to enhance its capabilities to anticipate risks and manage them.
The audit and risk committee is responsible for reviewing the compliance with legal, regulatory, code, and other standards and continually monitors the implementation process.
Technology and Information governance
The Board is responsible for technology and information governance in the Group and delegated the management of technology and information governance to the audit and risk committee to ensure the promotion of an ethical technology and information governance culture as well as awareness.
Group internal auditor
The Group internal auditor performs an independent function. The primary objective of this role is to provide independent objective assurance and consulting on the adequacy and effectiveness of the Group’s systems of governance, risk management, and internal controls. The Group internal auditor reports functionally to the audit and risk committee.
THE REMUNERATION COMMITTEE was established to assist the Board with the monitoring of the Group’s remuneration practices and perform the statutory functions as required in terms of King IV™, the JSE Listings Requirements and the Companies Act.
The remuneration committee’s main purpose is:
- to implement the guiding principles in the application of remuneration governance, practices and policies;
- to ensure that the Group remunerates fairly, responsibly and transparently;
- to promote the achievement of the strategic objectives; and
- to effect a positive outcome in the short-, medium- and long-term.
The committee is tasked by the Board to oversee:
- the implementation of the remuneration policy;
- enabling it to achieve the Group’s strategic objectives;
- market-related yet affordable performance-linked rewards; and
- to ensure balanced and transparent outcomes that align with shareholder interests over the short- and long-term.
THE SOCIAL, ETHICS AND TRANSFORMATION COMMITTEE is committed to sustainable development and is therefore responsible for ensuring that the Group conducts its operations in an ethical manner and that it meets existing needs without compromising the ability of future generations to meet their needs.
The committee’s primary role is to:
- support, advise and guide management’s efforts in respect of sustainable development;
- social and ethics matters;
- transformation; and
- to ensure the Group is seen to be a responsible corporate citizen.
One of the main purposes of the committee is:
- to ensure compliance with the amended B-BBEE Codes of Good Practice;
- to measure the Company in terms of compliance with the Department of Trade and Industry’s Code of Good Practice;
- the JSE Listings Requirements;
- the B-BBEE Commission requirements;
- all labour legislation;
- oversight of the Group’s corporate social investments and social and economic development programmes; and
- tabled a report including the election of members in the Notice of AGM for approval at the next shareholders meeting.
THE INVESTMENT COMMITTEE has an independent role operating as an overseer, making recommendations to the Board for its consideration and final approval in terms of investment opportunities and ensuring that investments are strategic fit with synergistic benefits to the current level of return, with a reasonable payback period based on the specific industry.