The primary objective of the Company’s Board Charter is to set out the role and responsibilities of the Board of Directors (“the Board”) as well as the requirements for its composition and meetings.
This Board charter is subject to the provisions of the Companies Act, the Company’s Memorandum of Incorporation and any other applicable laws and regulatory provisions and is in accordance with the recommendations of the King IV Report on Corporate Governance for South Africa.
2.1The number of directors shall not be less than four and not more than ten. The Board shall comprise a balance of executive and non-executive directors with a majority of non-executive directors. A majority of the non-executive directors shall be independent.
2.2Directors shall be appointed through a formal process, and the Nominations Committee shall assist with the process of identifying suitable candidates to be approved by the Board as a whole and proposed to shareholders.
2.3The Chairperson shall be a non-executive director and the roles of the Chairperson and Chief Executive Officer shall be separated. Hence the running of the Board and the executive function of the management of the Company’s business will be the responsibilities of the Chairperson and the Chief Executive Officer respectively. In addition, a lead independent director will be appointed.
2.4The Chief Executive Officer and the Chief Finance Officer are ex-officio members of the Board.
2.5A formal induction programme is established for new directors and inexperienced directors are developed through a mentorship programme. Continuing professional development programmes are made available which ensure that directors can receive regular briefings on changes in risks, laws and the environment.
2.6Unless varied by these terms of reference, the appointment of directors will be governed by the Memorandum of Incorporation of the Company and the requirements of the JSE.
3. Role and responsibility of the board
The role and responsibilities of the Board, will be, inter alia, to:
3.1Adopt strategic plans for the Company.
3.2Act as the focal point for, and custodian of, corporate governance by managing its relationship with management, the shareholders and other stakeholders of the Company in accordance with sound corporate governance principles.
3.3Appreciate that strategy, risk, performance and sustainability are inseparable and to give effect to this by:
- Contributing to and approving the strategy.
- Satisfying itself that the strategy and business plans do not give rise to risks that have not been thoroughly assessed by management.
- Identifying key performance and risk areas.
- Assessing that the strategy will result in sustainable outcomes.
- Considering sustainability as a business opportunity that guides strategy formulation.
3.4Elect a Chairperson of the Board who is an independent non-executive director or is a non-executive director and a lead independent director is then also elected.
3.5Appoint and evaluate the performance of the Chief Executive Officer and ensure that succession is planned.
3.6Provide effective leadership on an ethical foundation and ensure that the Company’s ethics are managed effectively and that the Company is and is seen to be a responsible corporate citizen by having regard to not only the financial aspects of the business of the Company but also the impact that business operations have on the environment and the society within which it operates.
3.7Ensure that the Company has an effective and independent audit committee.
3.8Ensure that the Company has an effective risk-based internal audit.
3.9Ensure the integrity of the Company’s integrated report.
3.10Record the facts and assumptions on which it relies to conclude that the business will continue as a going concern in the financial year ahead or why it will not, and in that case, what steps the Board is taking to remedy the situation.
3.11Commence business rescue proceedings expeditiously in the event of the Company becoming financially distressed.
3.12Be responsible for information technology (IT) governance.
3.13Ensure that management implements proper systems of internal control which are designed to provide reasonable, but not absolute, assurance as to the reliability of the financial statements.
3.14Ensure that the Company complies with all relevant laws, regulations and codes of business practice.
3.15Ensure that the Company communicates with its shareholders and relevant stakeholders (internal and external) openly and promptly and with substance prevailing over form appreciating that stakeholders’ perceptions affect the Company’s reputation.
3.16Develop a corporate code of ethics and conduct that addresses conflicts of interest, particularly relating to directors and management.
3.17Assess its composition to consider whether its size, diversity and demographics makes it effective.
3.18Oversee the communications policy of the Company.
3.19Act in the best interests of the Company by ensuring that individual directors:
- Adhere to legal standards of conduct;
- Are permitted to take independent advice in connection with their duties following an agreed procedure;
- Disclose real or perceived conflicts to the Board and deal with them accordingly;
- Deal in securities only in accordance with the policy adopted by the Board.
3.20Ensure that there is an appropriate balance of power and authority on the Board, such that no individual or block of individuals can dominate the Board’s decision making.
3.21Ensure that each item of special business included in the notice of the Annual General Meeting, or any other shareholder meeting, is accompanied by a full explanation of the effects of the proposed resolution.
3.22Encourage shareholders to attend Annual General Meetings and other Company meetings, at which the directors should be present.
3.23Define and monitor the information needs of the Board.
The board should have unrestricted access to all Company information, documents, records ,and property.
The Board should do everything necessary to fulfill its role set out above but may delegate certain functions to its committees without abdicating its own responsibilities. Delegation is formal and involves the following:
- Formal terms of reference are established and approved for each committee of the Board.
- The committees’ terms of reference are reviewed once a year.
- The committees are appropriately constituted with due regard to the skills required by each committee.
- The Board establishes a framework for the delegation of authority to management.
4.1A minimum of two meetings will be scheduled and held each year with additional meetings called as required. The deliberations of the Board will continue to be augmented by the board memorandum system, the monthly financial reporting incorporating monthly CEO reports and weekly cash and portfolio reports (to designated Board members for monitoring purposes).
4.2Reasonable notice of meetings and the business to be conducted shall be given to members of the Board.
4.3The Chairperson, at his/her discretion, may invite other executives to attend and to be heard at meetings of the Board.
5. Proceedings at meetings
5.1Unless varied by these terms of reference, meetings and proceedings of the Board will be governed by the Company’s Memorandum of Incorporation.
5.2Members of senior management, assurance providers and professional advisors may be in attendance at meetings, but by invitation only and they may not vote.
5.3Board members must attend all scheduled meetings of the Board, including meetings called on an ad hoc basis for special matters, unless prior apology, with reasons, has been submitted to the Chairperson or Company Secretary.
5.4If the nominated Chairperson of the Board is absent from a meeting, the directors present must elect one of the directors present to act as Chairperson.
5.5The Board must establish an annual work plan for each year to ensure that all relevant matters are covered by the agendas of the meetings planned for the year. The annual plan must ensure proper coverage of the matters laid out in this charter: the more critical matters will need to be attended to each year while other matters may be dealt with on a rotation basis over a three-year period.
5.6The number, timing and length of meetings, and the agendas are to be determined in accordance with the annual plan.
5.7A detailed agenda, together with supporting documentation, must be circulated, in advance of each meetings to the members of the Board and other invitees.
5.8Board members must be fully prepared for Board meetings to be able to provide appropriate and constructive input on matters for discussion.
5.9The Company Secretary is the secretary to the Board and shall take minutes of the meetings. The minutes must be completed as soon as possible after the meeting and circulated to the Chairperson and members of the Board for review thereof. The minutes must be formally approved by the Board at its next scheduled meeting.
6.1The Board, in carrying out its tasks under these terms of reference, may obtain such outside and other independent professional advice as it considers necessary to carry out its duties
6.2The Board will ensure that members of the Board will have access to professional advice both inside and outside the Company in order for it to properly perform its duties.
6.3The evaluation of the Board, its committees and individual directors, including the Chairperson, must be performed every year.
6.4These terms of reference may be amended as required, subject to the approval of the Board.
6.5These terms of reference will be subject to annual review by the Board.
Reviewed as at 8 December 2021