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Mr Y Mahomed resigned as a
Director of the Board and member of
the Social, Ethics and Transformation
Committee with effect from 11 January
2017, due to ill health. Ms P Mahanyele
was appointed as a Director of the
Board and member of the Audit, Risk
and Compliance Committee on
1 September 2016, as a member of
the Social, Ethics and Transformation
Committee on 7 March 2017 and as a
member of the Investment Committee
on 31 August 2017.
Board effectiveness
The Board Charter provides for
assessing of the Board and its
committees every other year, which is
recommended by King IV. In the prior
year the Board and its committees
assessed its performance and
effectiveness according to the
following categories:
X
Effectiveness and composition;
X
Dynamics;
X
Risk management;
X
Succession planning;
X
Ethical leadership; and
X
Corporate citizenship.
Based on the consolidated feedback
from the assessment, the Board is
satisfied with the overall performance
and effectiveness of the Board, its
members and the committees. The
2016 internal evaluation revealed
no major concerns, however gender
diversity aspirations were noted. In
response, Ms P Mahanyele was
appointed as a member of the Social,
Ethics and Transformation Committee
and the Investment Committee.
Aligned with our gender policy we will
continue to pursue gender
diversification on the Board.
The Board is satisfied that the
evaluation process improves
performance and effectiveness.
Refer to Remuneration section
(page 60) for performance evaluation
of CEOs against agreed upon
performance measures and targets.
Evaluations of individual Executive
Directors’ performance take place
annually, once during remuneration
increase and performance bonus
award periods and, as applicable, prior
to the AGM regarding the re-election
of Directors. Evaluations of individual
Non-Executive Directors’ performance
takes place annually (in respect of
those standing for re-election at the
AGM) and for the remaining Directors
every other year (as part of the Board
and committee evaluations). Refer to
Remuneration section for further
details.
Induction of a new Director is tailored
according to the knowledge and
experience of the Director in a listed
environment. Focus is placed on
providing information on the Board
structure, business operations and
Group strategy. Ongoing training and
development of Directors involve
ad hoc presentations to the Board
by professional advisers and Senior
Management to ensure the Board is
kept abreast of governance, regulatory
and operational developments.
Company Secretary
Our Board remains satisfied with the
competency and experience of our
Group Company Secretary, Janine van
Eden (BProc, LLB, Conveyancing).
The performance appraisal of the
Company Secretary for the year under
review took into account the quality
of support received and guidance
provided to the Board. She maintains
an arm’s length relationship with the
Board, providing guidance to Board
members on execution of their duties
and keeps up to date on the latest
developments in corporate governance
and regulation. All Directors have full
access to the services and advice of
the Group Company Secretary in all
aspects of the Board’s mandate and
operations of the Group, the Board is
satisfied that these arrangements are
effective.
Board Committees
The Board has delegated certain
functions to well-structured
committees without abdicating its
own responsibilities and accountability.
Board Committees operate under
written terms of reference approved
by the Board. Board Committees are
free to take independent professional
advice as and when deemed necessary,
for which a formal policy is in place.
The Group Company Secretary
provides secretarial services for the
committees.
There is transparency and full
disclosure from Board Committees to
the Board. The minutes of committees
are submitted to the Board for noting
and discussion. In addition, Directors
have full access to all Board
Committee documentation and
committee chairpersons provide the
Board with verbal reports on recent
activities.
The Board is of the opinion that all
Board Committees have effectively
discharged their responsibilities, as
contained in their respective terms
of reference.
BLUE LABEL
INTEGRATED ANNUAL REPORT 2017
39
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