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BOARD COMPOSITION AND ATTENDANCE
Board
Special Board
Acquisitions
Composition
Seven independent non-
executive directors
Two non-independent non-
executive directors
Two executive directors
Seven independent non-
executive directors
Two non-independent non-
executive directors
Two executive directors
Three independent non-
executive directors
One non-independent non-
executive director
Two executive directors
Members and
meeting
attendance
CD Raphiri (Chairman)
B Joffe (Deputy Chairman)
D Cleasby
AG Hall
M Haus
T Lesoli
PM Makwana
AT Mokgokong
R Morar
D Neethling
LP Ralphs
MI Sacks
RI Stewart
KB Wakeford
4/4
4/4
2/3
4/4
4/4
4/4
3/4
4/4
1/4
1/1
1/1
4/4
4/4
2/2
CD Raphiri (Chairman)
B Joffe ( Deputy Chairman)
AG Hall
M Haus
T Lesoli
PM Makwana
AT Mokgokong
R Morar
LP Ralphs
MI Sacks
RI Stewart
KB Wakeford
1/1
1/1
1/1
1/1
1/1
1/1
1/1
1/1
1/1
1/1
1/1
1/1
B Joffe (Chairman)
R Morar
CD Raphiri
MI Sacks
AG Hall
D Neethling
2/2
1/2
2/2
2/2
2/2
2/2
Invitees
D Neethling
1/1
Responsibilities
Ultimately responsible to shareholders for the performance of the Group.
Broadly gives strategic direction to the Group, approves and regularly reviews
business strategy, budgets and policies.
Appoints the executive directors and ensures that power and authority
delegated to management are clearly and comprehensively documented and
regularly reviewed.
Ensures that the governance framework and strategic direction of the Group
remain appropriate and relevant.
The Board retains control over the Group, monitors risk and oversees the
implementation of approved strategies through a structured approach i.e.
reporting and accountability.
Monitor and strengthen the
objectivity and credibility of the
Company’s acquisition strategy and
plans.
Consider and make recommen-
dations to the Board on major
acquisition plans and terms
applicable to these acquisitions.
11 November 2015
Dr Brian Joffe resigned as Chairman and Mr Clifford
Raphiri, who was the Lead Independent Director, was
appointed Non-executive Chairman;
Dr Joffe was appointed Deputy Chairman;
Mr Kevin Wakeford resigned as Chief Executive
Officer and Director and Mr Andrew Hall was
appointed Chief Executive Officer;
Ms Dorette Neethling, was appointed Acting Chief
Financial Officer; and
Mr Lindsay Ralphs resigned as a Non-executive
Director and was replaced by Mr David Cleasby.
2 February 2016
Mr Clifford Raphiri, the Non-executive Chairman
of the Board, relinquished his chairmanship of the
HR, Remuneration and Nominations Committee,
but remained a member of this Committee and
Chairman of the Nominations Committee;
Mr Mpho Makwana relinquished his membership
of the Risk and Sustainability Committee and
assumed chairmanship of the HR, Remuneration and
Nominations Committee;
Mr David Cleasby assumed membership of the Risk
and Sustainability Committee; and
The Chief Financial Officer no longer serves as a
member of the Social, Ethics and Transformation
Committee.
23 February 2016
Ms Dorette Neethling was appointed as an Executive
Director and Chief Financial Officer.
24 May 2016
The CEO and CFO were appointed as members of
the Acquisitions Committee.
15 June 2016
Mr David Cleasby resigned as a Non-executive
Director and a member of the Risk and Sustainability
Committee.
CHANGES TO DIRECTORS’ RESPONSIBILITIES AND STATUS
The number of Board constituted committee meetings, held during the year under review, and the attendance thereof appear on pages 22,
42, 58 and 73.
OUR GOVERNANCE
(continued)
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Integrated Report 2016