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Board composition, structure and report back
continued
The Group’s Financial Director is
Dean Suntup. The Audit, Risk and
Compliance Committee is satisfied
that he has the appropriate expertise
and experience for this position.
The Group has implemented a
succession planning process at both
top level management and subsidiary
management level. The succession
plans are reviewed and approved by
the appropriate bodies annually and
documented accordingly. Furthermore,
the business continuity plan for the
Group has been drafted such that it
incorporates the subsidiary succession
plans. The Group has influential joint
Board appointments
One-third of the Directors retire by
rotation every three years in terms
of the MoI. If eligible, available and
recommended for re-election by the
RNC, their names are submitted for
re-election at the AGM, accompanied
by a short biography set out in the
integrated annual report. In this regard
Messrs KM Ellerine, MS Levy and
DA Suntup will be retiring at the
CEOs who co-founded the business,
both of whom have a vested interest
in the long-term future of the Group.
However, in unforeseen circumstances,
the Group has robust succession
planning in place for both CEOs.
The Group considers gender equality
on appointments made within the
Group and the Board on an ongoing
basis to ensure that the Group and the
Board is sufficiently gender diverse. The
Group will update its policies to address
race diversity as required in terms of
the JSE Listings Requirements which
would be effective from 1 June 2018.
forthcoming AGM and, being eligible,
have made themselves available for
re-election. A brief biography of each
Director appears on pages 16 and 17.
The RNC assists the Board with the
assessment, recruitment and nomination
of new Directors, subject to the whole
Board approving these appointments.
Board members are also invited to
interview potential appointees.
The Board has concluded that it has
the appropriate mix of knowledge,
skills, experience and independence.
The Remuneration and Nomination
Committee annually debates the
independence of its Independent
Non-Executive Directors who have
served on the Board for a period of
nine years or more. Laurence Nestadt,
Gary Harlow and Joe Mthimunye have
been assessed in this regard and the
committee has found them suitably
independent, with continuing strong
contributions.
A formal and transparent procedure
applies to all new Board
appointments, which are subject to
approval by shareholders at the first
AGM following that Director’s
appointment. Prior to appointment,
candidates are required to complete
a fit and proper test, as per the JSE
Listings Requirements.
Board composition
X
Independent non-executive
directors
5
X
Non-executive directors
1
X
Executive directors
3
X
Woman
1
X
Men
8
X
Black woman
1
X
Black men
2
X
White men
6
X
9+ years
5
X
0 – 3 years
1
X
3 – 6 years
2
X
6 – 9 years
1
Gender
representation
Board
independence
Race
diversity
Board
tenure
BLUE LABEL
INTEGRATED ANNUAL REPORT 2017
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