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Directors are encouraged to attend external director
development and training programmes, at the cost of
the Group to ensure their knowledge of governance
remains relevant.
In addition, all newly appointed directors are provided with an induction
file containing important legislation and the Group’s governance
framework (including the Board committee governance structure,
the Board Charter, terms of reference of all Board committees and key
Company policies) and are also offered a tour to the Company’s facilities.
In the year under review, the Company Secretary presented amendments
to JSE Listings Requirements to the Board.
BOARD EDUCATION AND TRAINING
BOARD CHARTER
The Board is governed in accordance with a Board
Charter which sets out,
inter alia
, the principles and
process in terms of which directors are appointed, and
the duties and responsibilities of the Board. Our Charter
and MOI demonstrate that there is a clear balance of
power and authority at Board level. No one director
has unfettered powers. Decisions, if not unanimous, are
taken by a simple majority with one vote per director.
The Chairman does not have a deciding vote. Issues of
conflicts of interest are regulated and dealt with regularly
in terms of the Board Charter and the Companies Act.
In order to ensure that issues of conflict of interests are
properly managed and dealt with, the directors’ register
of interests is circulated at all the scheduled meetings
of the Board for directors to confirm the accuracy of its
contents.The declaration of interest and anti-competitive
behaviour are standing items on the Board agenda. The
Board Charter complies with the principles of the King III
Report wherever appropriate.
The meetings of the Board and its committees are
scheduled annually in advance. In addition to regular
consideration of the Group’s operational and financial
performance at each of its meetings, the Board’s annual
work plan aims to ensure that the Board deals with each
of the matters reserved for its consideration during the
course of its annual meetings.
Board papers are provided to directors in a timely manner, in advance
of meetings, and directors are afforded ample opportunity to study
the material presented and to request additional information from
management where necessary. All directors are afforded the opportunity
to propose further matters for inclusion on the agenda of Boardmeetings.
The Board is given unrestricted access to all Group information, records,
documents and facilities through the office of the Company Secretary.
The Company Secretary is also the secretary to all committees of the
Board and ensures that the committees operate within the limits of
their respective mandates and in terms of an agreed annual work plan.
There is a formal reporting procedure to enable the Board to stay abreast
of the activities of each committee. In terms of the Board Charter, the
directors may obtain independent professional advice, at the Group’s
expense, should they deem it necessary for the proper execution of
their directorial role. Directors are kept appropriately informed of key
developments affecting the Group between Board meetings.
Non-executive directors have full access to management and may meet
separately with management, without the attendance of executive
directors, where necessary. Arrangements for such meetings are
facilitated through the office of the Company Secretary.
The Board conducted an evaluation of itself to assess its
effectiveness.
The Board has considered the outcome of the evaluation and will be
working on addressing the identified adverse outcomes.
BOARD EVALUATION
As required by the Company’s Memorandum of
Incorporation (MOI) and the Companies Act, an Annual
General Meeting is held once every calendar year. In
accordance with the Company’s MOI, at least one-third
of the non-executive directors retires by rotation every
year and, if eligible, may offer themselves for re-election
by shareholders. Thus, each non-executive director is
rotated at least once every three years in accordance
with the MOI. Retiring non-executive directors who
offer themselves for re-election are evaluated by fellow
directors before a recommendation on their re-election
is made by the Board to shareholders.
There is no term or age limit imposed in respect of a director’s
appointment; however, tenure is informed by a regular, formal
evaluation of the suitability, contribution and independence of each of
the directors. The terms and conditions applicable to the appointment
of non-executive directors are contained in a letter of appointment
which, together with the Board Charter, form the basis of the director’s
appointment. The Nominations Committee plays an important role in the
identification and removal of underperforming or unsuitable directors.
Brief curricula vitae of each of the directors appear on pages 52 and 53
of this report.
RETIREMENT
52
FIVE
SIX
THREE
ONE
FOUR
TWO
OUR GOVERNANCE
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Integrated Report 2016