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Netcare Limited | Annual Report 2009
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| Corporate governance report - Board of directorsThe Board is the focal point for the application of sound corporate governance principles. Accordingly, governance structures and practices have been designed by the Board to allow it to fulfil its duties effectively. These structures and practices are transparent and designed to ensure the objectivity of Board decisions, as well as the accountability of the Board to all its stakeholders. Strategic priorities, information needs and relevant risks have all been factored into Board decision-making. The Board retains full and effective control over the organisation and decisions on material matters are reserved for the Board. Standing subcommittees of the Board have been appointed (details are provided below) and ad hoc subcommittees are created when necessary. The Board has also adopted and regularly reviews a policy governing the authority delegated to Group management that specifies the matters reserved for Board decision. The Board has unrestricted access to all information, records and documents to enable it to discharge its responsibilities. The Board’s information needs are reviewed regularly and appropriate procedures are in place to inform and brief Board members prior to relevant meetings. The standard Board agenda focuses on monitoring governance, strategy and performance, and imperatives dictated by the contents of the Board charter. Board structure and composition Netcare has a unitary Board structure which comprises an appropriate balance of executive and non-executive directors. At the end of the financial year, the Board comprised 13 directors, four of whom are executive; six of the nine non-executive directors are independent. The biographical details of the Board of directors are provided on pages 14 and 15. Peter Nelson resigned as Financial Director/Chief Financial Officer with effect from 5 December 2008. He was succeeded by Vaughan Firman who was appointed on 12 February 2009. During the year under review, Ingrid Davis, an executive director, announced her resignation, effective from 31 December 2009; this will reduce the number of executive directors to three. Board appointments A formal and transparent procedure is applied to all appointments by the full Board of directors, acting within its powers under the Articles of Association. The Nominations Committee considers executive succession planning and makes appropriate recommendations regarding appointments to the Board. This process encompasses an evaluation of the skills, knowledge and experience required to implement Group strategy, as well as due consideration of transformation imperatives. No executive director has a service contract exceeding two years. Generally, directors have no fixed term of appointment but retire by rotation every three years and, if available, are considered for reappointment at the annual general meeting. The Chief Executive Officer is not required to stand for re-election. Board responsibilities and charter The Netcare Board brings together directors possessing a wealth of experience and expertise from many fields of business; this diversity ensures the effective leadership of Netcare into the future. The Board recognises the importance of promoting entrepreneurial flair within the organisation while at the same time ensuring conformance with governance and other compliance realities. The Board is accountable to shareholders and other stakeholders for the performance of the Company. It is responsible for the strategic direction and primary objective of the Company, which is to create and build sustainable value for its shareholders. It does this by establishing goals for management and monitoring the achievement of these goals. In undertaking these responsibilities the Board endeavours to:
A Board Charter is in place which defines the Board’s role and responsibilities. Board meetings The Board meets at least five times a year in Sandton and all meetings are convened by formal notice. Ad hoc meetings are held when necessary. Information is distributed in a timely manner prior to Board meetings, to facilitate adequate preparation for relevant deliberation at these meetings. Attendance of directors at Board meetings during the year ended 30 September 2009
Company Secretary The Company Secretary provides individual directors and the Board as a whole with detailed guidance on properly discharging their responsibilities in the best interests of the Company. The Board has empowered the Company Secretary with the responsibility for advising the Board, through the Chairman, on all governance matters. Accordingly, the Company Secretary is the central source of advice to the Board and the Company on matters of ethics and good corporate governance. The Company Secretary ensures, in consultation with the Chairman, that the contents of the agenda are relevant to Board decision-making and that the outcome of Board deliberations is communicated throughout the Group as appropriate. In addition, the Company Secretary is responsible for the timely preparation and circulation of minutes to the Board and its committees, and for ensuring that the levels of authority in delegated matters are properly adhered to. The Company Secretary is qualified to perform his duties in accordance with the applicable legislation and is considered by the Board to be fit and proper for the post. Professional advice The directors are entitled, at the Group’s expense, to seek professional advice about the affairs of the Group and have unrestricted access to all Group information, records, documents and property.
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