Board of directors

Introduction

As enunciated in its value statements, the ADvTECH Group remains firmly committed to the principles of effective corporate governance and ethical leadership in all its business activities. The practices and policies of the ADvTECH Group are therefore aligned with the values espoused in the King Report on Corporate Governance for South Africa 2009 (King III) as well as the Companies Act, No 71 of 2008 (the Act). The Group currently complies, except in so far as indicated below, with the principles contained in the Code of Corporate Practices forming part of King III. The Board and its Committees acknowledge their responsibility to ensure that the principles of good corporate governance are observed, and the directors, collectively and individually, acknowledge their responsibilities in terms of the JSE Limited Listings Requirements.

The Board continuously reassesses its principles and policies against King III and the Act, and will make changes as and when appropriate to ensure that they remain relevant. This is an ongoing process.

Board of directors

ADvTECH maintains a unitary Board structure. The Board consisted of two executive and six non-executive directors as well as one alternate non-executive director. Subsequent to the year end, an additional non-executive director was appointed and there are currently seven non-executive directors. The majority of the directors are independent as defined by King III. The chairman is an independent non-executive director.

The roles of chairman and CEO are separate, each with clearly defined responsibilities. The Board is satisfied that all directors continue to show independence of judgement and mind. It is satisfied that there are no relationships or circumstances, including their length of service, likely to affect their judgement.

The Board as a whole considers and is responsible for the appointment of new directors, although they are assisted in this task by the Nominations Committee which evaluates suitable candidates and submits nominations to the Board. One third of all non-executive directors retire by rotation annually, and any director appointed by the Board is subject to election by the shareholders at the first opportunity after their initial appointment. No director or prescribed officer holds any fixed term contract and both executive directors and prescribed officers have standard employment contracts, requiring three months’ notice on termination.

DK Ferreira resigned as a non-executive director at the last Annual General Meeting held on 22 May 2012, and CH Boulle on 8 March 2013. SA Zinn was appointed as an independent non-executive director on 22 October 2012. Six Board meetings were held during the financial year under review.

The following table indicates attendance at meetings by the directors:

P = Present.
A = Absent.
n/a = Not eligible to attend.
# By teleconference.
* Resigned on 22 May 2012.
** Appointed on 22 October 2012.
1 On extended sabbatical abroad since February 2012.
2 Subsequent to the year end, CH Boulle was appointed as a director on 8 March 2013.

The Board retains overall accountability and is responsible to all stakeholders for the proper management and effective control of the Group. The Board has delegated authority to run the day-to-day affairs of the Group to the CEO and the Executive Committee. The Audit Committee (which is also responsible for Risk) and a Transformation, Social and Ethics Committee (which is also responsible for the functions of a Social and Ethics Committee) have been established. In addition, the Board has established Remuneration, Litigation and Nominations Committees to enable it to properly discharge its duties and responsibilities. The corporate affairs executive has continued to assist the Group in more clearly identifying stakeholders with legitimate interests as well as determining their respective roles. The activities of the corporate affairs department are dealt with in the sustainability report on page 48. The Board and its Committees are furnished with full information ahead of each meeting, ensuring that all relevant facts are brought to the attention of directors. Each Committee operates within specific written terms of reference under which certain functions of the Board are delegated with defined purposes, duties and reporting procedures. These terms of reference are reviewed regularly. A formal evaluation of the Board is conducted on an annual basis.