Grounded in good corporate governance

The Board of directors of Adcock Ingram (the Board), is committed to good corporate governance and as the custodian of corporate governance, ensures that the Adcock Ingram Group adheres to the highest standards of accountability and ethics.

All directors have unlimited access to the Company Secretary for advice to enable them to properly discharge their responsibilities and duties in the best interests of Adcock Ingram. The Company Secretary works closely with the Chairman of the Board, and has unfettered access to the Chairpersons of the respective Board committees and executive directors, to ensure the proper and effective functioning of the Board and the integrity of the Board governance processes, but maintains an arm's-length relationship with the Board and its members and is not a member of the Board. The Company Secretary reports to the Board via the Chairman on all statutory duties and functions performed in connection with the Company and administratively to the CEO. The Board can confirm that it has considered and is satisfied with the competence, qualifications and experience of the Company Secretary.

THE BOARD OF DIRECTORS

  • CLIFFORD D RAPHIRI (55)
    BSc (Mech Eng),
    Grad Dip. Eng, MBA
    Appointed: 15 July 2008
    Chairman since 11 November 2015

  • LULAMA BOYCE (39)
    CA (SA), MCom (Fin Mgt)
    Appointed: 24 May 2017

  • MATTHIAS HAUS (69)
    MB ChB, MD, DCH, FCFP,
    FFPM, Dip Obst
    Appointed: 1 June 2012

  • JENITHA JOHN (47)
    CA (SA), CIA, QIAL, CD (SA)
    Appointed: 24 May 2017

  • TLALANE LESOLI (68)
    MB BS, Dip of Child Health
    Appointed: 15 July 2008

  • MPHO MAKWANA (48)
    BAdmin (Honours), Post-Grad
    Dip (Retailing Management)
    Appointed: 1 February 2012

  • ROGER STEWART (66)
    MB ChB, PhD (Med), F. Inst. D,
    Grad Dip. Comp Dir.
    Appointed: 15 July 2008

  • NOMPUMELELO MADISA (39)
    BSc, BCom (Honours), MCom
    (Finance and Investment)
    Appointed: 23 November 2017

  • CLAUDIA MANNING (51)
    PhD
    Appointed: 24 November 2016

  • ANNA MOKGOKONG (61)
    BSc, MB ChB, DCom
    Appointed: 10 April 2014

  • LINDSAY RALPHS (63)
    CA (SA)
    Appointed: 24 November 2016


INDEPENDENT NON-EXECUTIVE DIRECTORS

NON-INDEPENDENT NON-EXECUTIVE DIRECTORS

EXECUTIVE DIRECTORS

EXECUTIVE COMMITTEE

  • ANDREW HALL (56)
    CA (SA), BPharm,
    Chief Executive Officer
    since November 2015
    Joined September 2007 as CFO
    Appointed as director: 15 July 2008

  • DORETTE NEETHLING
    CA (SA), MCom (Taxation)
    Chief Financial Officer
    since 23 February 2016
    Joined August 2007

  • BASADI LETSOALO (55)
    MPsych , CLDP, MLPC, MPhil (Executive coaching)
    Executive Director – Human Capital and Transformation
    since 25 August 2016
    Joined January 2008

  • JASVANTI BHANA
    BSc, MBBCh, Masters in Sports Medicine
    Medical Director

  • FRANS CRONJE
    BSc, NDip (Ind Eng)
    IT Executive

  • TOBIE KRIGE
    BEng (Ind Eng), MBA
    Managing Director – Distribution

  • DANTE MASHILE
    BA, MA, Dipl. in Journalism,
    Dipl. in Telecoms
    Public Affairs Executive

  • ASHLEY PEARCE
    Dip Pharm, BCom
    Managing Director – Prescription

  • COLIN SHEEN
    MBA, PDBA, BTech, NDip (Marketing)
    Managing Director – Hospital

  • NTANDO SIMELANE
    B. Juris, LLB, Advanced Company Law
    Company Secretary and Head of Legal

  • GAIL SOLOMON
    IMM (Marketing), BBA (Marketing)
    Managing Director – Consumer

  • WERNER V RENSBURG
    MEng (Mech Eng), MBA, EMLog, GCC (ML & OHS)
    Managing Director – Over the counter


The Board continues to assess the effectiveness of the Company's current processes, practices and structures which it uses to direct and manage the operations of the Group following the implementation of King IV, informed by a gap analysis conducted in the previous year.


 

THE BOARD'S ROLES AND RESPONSIBILITIES

The Board is aware of its responsibility to lead the Group competently and with integrity to ensure fairness, accountability and transparency and has taken guidance from the primary governing roles and responsibilities identified in King IV:

  • Steers and sets strategic direction
  • Approves policy and planning
  • Oversees and monitor performance
  • Ensures accountability
  • Directs the Company by formulating and reviewing the Company's policies, strategies and major plans of action;
  • Reviews risks and risk policies; approves annual budgets and business plans; and sets performance objectives;
  • Monitors the implementation of approved strategies and oversees corporate performance; approves major capital expenditure, acquisitions and divestitures, and ensures compliance with applicable laws;
  • Controls the Company by ensuring that a code of conduct is in place to set the tone from the top; oversees the process of disclosure and communications; ensures that appropriate systems for financial control, and for reporting and monitoring risk are in place; appoints and evaluates the performance of the executive directors; and balances the potential for conflicts between the interests of management and the wider interests of the Company and shareholders.
  • Is accountable to shareholders for creating, protecting and enhancing the wealth and resources of the Company and reporting to them on the Company's performance in a timely and transparent manner, and to stakeholders to ensure that the Company acts as an ethical, responsible corporate citizen.
  • Is not involved in the day-to-day management of the Company as that is the responsibility of management. The Board is satisfied that the delegation of authority framework of the Company contributes to role clarity and effective exercise of authority and responsibilities.

 

THE BOARD'S COMMITMENT TO ADCOCK INGRAM AND ITS STAKEHOLDERS:

1
 Achieving the highest standards of ethics by nurturing the principles of transparency, accountability and integrity in all aspects of operations and stakeholder engagements.
  • The Board is governed in accordance with its Charter and the Company's Memorandum of Incorporation (MOI), amongst others. The Board Charter sets out, inter alia, the principles and a formal process in terms of which directors are appointed, and the duties and responsibilities of the Board.
  • The Board reviews the Code of Conduct and Ethics annually to ensure compliance with King IV, which directs its members, employees and other stakeholders (when dealing with Adcock Ingram) to model their conduct in accordance with its provision and to report any suspected inappropriate, unethical and illegal activity or misconduct. The Board, assisted by its different committees, monitors its implementation, to ensure that business is conducted in a manner that is beyond reproach at all levels in the Group.
2
 Providing stakeholders and the investor community with clear, meaningful and timely information about Adcock Ingram's operations and results.

3
 Conducting its business on the basis of fair commercial and competitive practice.

4
 Ensuring that the Board and management team are equipped with the right balance of knowledge, skills, experience, diversity and independence to carry out their responsibilities effectively.

The Board is led by an independent non-executive chairman in the objective and effective discharge of its governance role and responsibilities. During the year the Board reviewed the composition of its various committees to ensure they are appropriately constituted to deliver on its mandate and to ensure compliance with the law and King IV. It also identified the need to appoint a lead independent director (a process which is under way) to fulfil certain responsibilities.

The Nominations Committee plays an important role in the appointment of new and suitable directors as well as the identification and removal of underperforming or unsuitable directors. The Board does not have a formal succession plan in place but has a skills matrix which reflects existing skills and the skills needed within the Board. The Board uses multiple sources to locate the required skills when there is a vacancy and endeavours to recruit directors with some level of governance experience. The Board still needs to determine the number of outside professional commitments allowed for its members and Chairman, based on members' participation and contribution on the Board.

Directors are encouraged to attend external director development and internal training programmes, at the cost of the Group to ensure their knowledge of governance and the environment in which the Group operates remain relevant. In addition, all newly appointed directors are provided with an induction file containing important legislation and the Group's governance structure and processes. The Company Secretary also inducts newly appointed directors on their statutory obligations as set out in the Companies Act, the MOI and other related regulations such as the JSE Listings Requirements. During the year under review, directors attended a governance information sharing session which was conducted by an international speaker.

5
 Actively pursuing transformation and ensuring employment practices which are not unfairly discriminatory and which seek to maximise the potential of all employees through training and skills development.

The Board recently reviewed the Gender Diversity policy to include race targets, as required in the JSE Listings Requirements. The policy is now known as the Gender and Race Diversity Policy and is available on the Company's website. Although the policy expresses a commitment to working towards achieving gender parity by no later than 2026, already eight of the fourteen directors are female with different skills, background and qualifications. The Board has further committed through the revised policy that the Board, when considered as a whole, shall not have less than 50% directors who are Black and 30% females who are Black

6
 Proactively accepting responsibility for and managing the sustainability and environmental issues associated with its business.
 

INTENDED
OUTCOMES

     Ethical
culture		     Good
performance		     Transparent
information
sharing		     Effective
control

CHANGES TO THE BOARD AND DIRECTORS' RESPONSIBILITIES

The following changes to the Board were effected during and subsequent to the year under review:

Effective date   Nature of the change
21 August 2017   Dr Brian Joffe resigned as a Director and the Chairman of the Acquisitions Committee.
23 November 2017   Ms Nompumelelo Madisa was appointed as a non-executive director and a member of the Acquisitions Committee.
29 January 2018   Mr Michael Sacks resigned as a director, Chairman of the Audit Committee and member of the Risk and Sustainability, HR, Remuneration and Nominations, and the Acquisitions Committees.
20 February 2018   Ms Jenitha John was appointed as the Chairperson of the Audit Committee.
28 August 2018   Ms Nompumelelo Madisa was appointed as a member of the HR, Remuneration and Nominations Committee (Committee); Mr Mpho Makwana stepped down as the Chairman of the Committee but continues to serve as a member; and Ms Lulama Boyce was appointed as the Chairperson of the Committee.

The newly appointed director has been appropriately inducted and has confirmed that she has sufficient time available to fulfil her responsibilities as a member of the Board and relevant sub-committees.

 

DIVERSITY OF THE BOARD

DIVERSITY OF THE EXECUTIVE COMMITTEE