Board of directors

The board comprises nine directors chaired by Mr Wylie. The board has a majority of five non-executive directors, of whom Mr McCulloch and Ms Maziya are not independent. The independence of the directors has been established utilising the criteria set out in King III. The day-to-day affairs of the group are the responsibility of the chief executive officer.

The board operates in terms of a formal charter. The purpose of the charter is to regulate how business is to be conducted by the board in accordance with the principles of sound corporate governance. The objectives of the charter are to ensure that all board members acting on behalf of the group are aware of their fiduciary duties and responsibilities. The main responsibilities of the board as set out in the charter are as follows:

  • The board is responsible for setting strategy, monitoring succession planning, determining investment policy and reviewing quarterly management results in detail against approved budgets and forecasts;
  • The board is responsible for the appointment of directors, subject to election by the members at the general meeting;
  • The board is responsible for the evaluation of the performance of the board, the chairman, individual directors and board committees;
  • The board is responsible for determining the overall policies and processes to ensure the integrity of the groupís management of risk and internal control;
  • The board may delegate responsibility to an executive committee or board sub-committees. In addition, whilst retaining overall accountability the board may delegate to the chief executive officer and other executive directors authority to run the day-to-day affairs of the group; and
  • The board ensures that there is open and timely communication with the shareholders.

None of the directors have service contracts with the group. One-third of the directors retire each year by rotation and re-appointment is subject to the approval of the shareholders at the annual general meeting. The curriculum vita of each director standing for re-election is placed before shareholders at the annual general meeting before voting takes place.

Non-executive directors have access to all members of management and to the records of the group, and may, at the groupís expense, seek external professional advice should the need arise. All directors have access to the advice and services of the company secretary.

The directors currently participating in the groupís broad-based empowerment scheme are James Ngobeni, Savannah Maziya and Nonhlanhla Mjoli-Mncube.

The board has established subcommittees which are ultimately accountable to it. These committees combine a vital assembly of skills and concentrate on achieving set objectives, they are designed to delegate board functionality, assist and monitor the executive and ensure that dedicated functions are executed in the best interests of the group and its stakeholders.

All committees operate under the guidance of their individual charters, which are reviewed and updated each financial year. The audit committee is chaired by an independent non-executive director who attends the annual general meeting.