Non-executive and executive director agreements

Non-executive directors sign a Non-executive Agreement with the Company, which details their duties, fees, and obligations. In addition, all directors are subject to retirement by rotation in terms of the Company’s MOI. Executive directors have an Executive Agreement and are subject to a 3-month notice period.

The Board fulfils its primary governing roles and responsibilities: approving policies and planning, providing oversight and monitoring and setting and steering the company’s strategic direction.

The Board has committed to fulfilling the following responsibilities:

Board composition, independence, knowledge, and skills

During the year, the Chairperson reviewed the Board’s composition, focusing on diversity, independence, skills, experience, and expertise regarding the Company’s strategy, purpose, changing external environment and future prospects.

The majority of our Board members are independent non-executive directors and comprise five independent non-executive directors, two non-executive directors and two executive directors who have the appropriate balance of knowledge, skills, experience, diversity and independence to discharge their duties effectively and objectively. The size gives the Board adequate membership for its five committees while maintaining adequate levels of independence.

Our non-executive directors bring independent judgement and experience to the Board’s deliberations and decisions, with the structure of the Board ensuring that no one individual or group of individuals has unfettered powers of decision-making.

Changes to the Board

With the focus on growing the Board’s independence and diversity, Carin-Lee Geuking-Cohausz was appointed to the Board effective 1 January 2022 as an independent non-executive director and a member of the Social, Ethics and Transformation Committee. She was appointed as the chairperson of the Social, Ethics and Transformation Committee effective 1 April 2022.

Board diversity

We are committed to promoting diversity at Board level in a transformed society. Our Diversity Policy considers and promotes the validity of the voluntary diversity targets having due regard for the demographics of our country, including the Group’s customer profile. In considering new appointments, the Nominations Committee considers the Board’s current composition regarding the voluntary diversity targets and gaps identified in the Board’s fields of knowledge, skills, and experience. The Board will continue to look at promoting diversity in terms of further gender equity representation.

Executive and non-executive directors %

Promotion of diversity at board level %

Board demographics %

Board tenure, knowledge, and skills

Non-executive directors must retire by rotation at the AGM or after nine years of being on the Board. The staggered rotation of members ensures the introduction of new expertise and perspectives while retaining valuable industry knowledge, skills and experience while maintaining continuity. King IV™ specifically states that independent non-executive directors may serve for longer than nine years if a vigorous assessment is conducted annually to establish that the director “exercises objective judgement and there is no interest, position, association or relationship which, when judged from the perspective of a reasonable and informed third party, is likely to influence unduly or cause bias in decision-making”. The Board is of the view that all non-executive directors are independent and specifically reviewed the independence of directors. Aziza Amod will be up for re-election at the next AGM as she has reached her nine-year tenure.

Executive and non-executive age

Board knowledge and experience

The Board determines the required composition of skills in response to the rapidly changing environment. The appropriate mix of skills and experience ensures that the Board is well-equipped to guide the Company’s strategy and create value. We have expanded and strengthened our Board’s knowledge and skills over the last few years to ensure and create value for our stakeholders. The Board is well diversified to add value to the Group.

Ethical and responsible leadership

The Board assumes ultimate responsibility for the Group’s ethical performance and adherence to human rights principles. The Board provides effective leadership based on a principled foundation by setting an example of doing business responsibly, they have demonstrated their continued commitment to our values and ethical conduct. Responsible leadership, instilled by the values of responsibility, transparency, accountability, and fairness, has been a defining characteristic of the Company since its inception. The Company’s fundamental objective has always been to do business ethically while building a sustainable company that recognises its activities’ short and long-term impacts on the economy, society, and the environment in which we operate.

The continued enhancement of the Group’s ethical culture remains top of mind through the relevant Board committees and the executive management, especially against the backdrop of various commissions of inquiry, state capture, and corporate failures. In addition, due to material matters, such as the impact of COVID-19, and the Fourth Industrial Revolution, a challenging macroeconomic environment increases the emphasis on treating stakeholders fairly and the fight against corruption. Accordingly, this responsibility is delegated to executive management.

Conflict of interest

Directors and the public officer are required to inform the Board timeously of conflicts or potential conflicts of interest that they may have relating to particular items of business or other directorships. At the start of each Board meeting, the chair requests Board members to declare any actual and/or potential conflict of interest with matters to be considered at that meeting. The company secretary maintains a signed register of the director’s interests in and outside the Company.

Directors may accept other Board appointments, provided that any potential conflicts are disclosed appropriately, considered, and managed and that the appointments do not conflict with the Group and/or adversely affect the director’s duties. Any proposed Board appointment must be agreed upon with the chairperson before the director accepts such an appointment.

A director or prescribed officer is prohibited from using their position or any confidential price-sensitive information to benefit themselves or any related third party. If this should arise, the Board will immediately take action against the relevant director or prescribed officer.

Respected corporate citizen

Prescribed officer

Valentine Dzvova is the prescribed officer of the Company and performs her function and exercises her duties to the same standard of conduct applicable to all directors. She is subject to the same liability provisions and is not remunerated separately for this function.

Company secretary

Damien Terblanche was the company secretary until 30 September 2022 and was accountable to the Board but was not a Board member and was not involved in the Company’s day-to-day operations. The Board satisfied itself that an arm’s length relationship existed between the company secretary and the Company.

The Board considered the company secretary’s qualifications, experience and competence and is satisfied that were appropriate. All directors had unlimited access to the services of the company secretary. The company secretary’s appointment and removal are a matter for the Board.

During the year, the company secretary:

• made the Board aware of changes to any relevant laws affecting the Company;
• prepared Board and committee packs and recorded detailed minutes of meetings;
• ensured that Board and committee meetings, including the AGM of the Company, were appropriately conducted and orderly;
• guided the directors regarding their duties, responsibilities and powers, and responsibilities and liabilities under the Companies Act and King IV™;
• disclosed the corporate actions, SENS announcements and directors’ dealings in securities and ensured compliance with the JSE Listings Requirements and the Companies Act; and
• reviewed agreements and made recommendations to the executive management team.

Cornell Kannemeyer was appointed as the company secretary effective 10 November 2022.

Structure of delegation

Other key areas of responsibility