Directors and board committees

The board of directors are responsible for the total and effective control of the Group. The board is composed of thirteen non-executive directors and four executive directors.

The chairman of the board is an independent non-executive director in accordance with the requirements of the King Code.

The non-executive directors are selected for specific terms and their reappointment is not automatic, but by way of vote. The executive directors and the company secretary are appointed by the board.

The board also has three committees, namely, the audit and risk committee, the nominations committee and the human capital committee wherein it addresses certain specialised issues. Each committee has a charter and mandate and each committee chairman reports on the respective committee’s deliverables at the subsequent board meeting.

In this financial year, the board met six times and reviewed, inter alia, strategy, operating and capital budgets and marketing plans. Other matters relating to the overall Group objectives were also discussed.

The board fulfils its duties in terms of a decision-making framework which is reviewed from time to time.

Further, a board effectiveness assessment is undertaken annually and this process is driven by the nomination committee. This year the board followed a hybrid methodology whereby fifty percent of the board participated by way of a written questionnaire and fifty percent by way of a face-to-face meeting with an independent assessor. The results of the said board effectiveness process were analysed by the nomination committee and areas of concern as well as merit were tabled at a board meeting for discussion and strategy.