Board of directors
ADvTECH maintains a unitary board structure. There are two executive and seven independent non-executive directors on the Board. The roles of chairman and CEO are separate, each with clearly defined roles and responsibilities.
The Board as a whole considers the appointment of new directors. When a new director is considered the Nominations Committee evaluates suitable candidates, submits the nomination and assists the Board in the process of appointment. One third of all directors, excluding the CEO, retire by rotation annually, and any director, including the CEO, appointed by the Board is subject to election by the shareholders at the first opportunity after their initial appointment. No director holds any fixed term contract and both executive directors have standard employment contracts, with three months notice on termination.
During the year under review both MI Sacks and BD Buckham retired as non-executive directors on 1 September 2010, and on the same date LW Maasdorp was appointed as non-executive chairman.
Five board meetings were held during the financial year under review. The following table indicates attendance at meetings by the directors:
| Directors | 19/3 | 14/5 | 20/8 | 8/10 | 26/11 |
| BD Buckham* | • | • | • | N/A | N/A |
| DK Ferreria | • | •# | • | ||
| BM Gourley | • | •# | • | • | |
| JD Jansen | • | • | • | • | |
| HR Levin | • | • | • | • | • |
| JC Livingstone | • | • | • | • | |
| LW Maasdorp** | • | • | • | • | • |
| JDR Oesch | • | • | • | • | • |
| MI Sacks* | • | • | N/A | N/A | |
| FR Thompson | • | • | • | • | • |
| F Titi | • | • | • |
# By teleconference
* Retired on 1 September 2010.
** Appointed as non-executive chairman on 1 September 2010.
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 to the CEO and the Executive Committee (Exco) authority to run the day-to-day affairs of the Group. In addition the Board has also created Remuneration, Audit and Risk, Litigation, Board Transformation and Nominations Committees to enable it to properly discharge its duties and responsibilities.
The Board and its sub-Committees are furnished with full and timely information ensuring that 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.
A formal board evaluation was conducted in late 2010.