The board comprises an appropriate balance of knowledge, skills, experience, diversity and independence to fulfil its roles and responsibilities to stakeholders. The directors are drawn from different sectors and have a diverse range of experience in strategic and other relevant fields. There is a balance of power on the board and no one individual has unfettered powers to dominate the decision-making of the board.
Executive directors and prescribed officers have standard employment contracts, requiring no more than three months' notice on termination.
The board's diversity
ADvTECH sees diversity at board level as an essential element in maintaining a competitive advantage. To this end, the ADvTECH board continues to strive for diversity, particularly from a gender perspective, as this will promote different perspectives and problem-solving approaches.
Subject to the needs of the ADvTECH board, the board aims to achieve a 50/50 gender balance by the end of 2020. Tsec will monitor performance in relation to this target and will recommend any changes to this target to the board for approval.
Chairman of the board
In line with best practice, the chairman of the board, CH Boulle, is an independent non-executive director. The roles of chairman and CEO are separate, each with clearly defined responsibilities. A succession plan is in place for the position of the chairman.
Lead independent director
The board has appointed an independent non-executive director as its lead independent director who will lead in the absence of the chair and act as an intermediary between the chair and other members of the board where necessary.
Independence and performance
The board reviews the independence of directors on an ongoing basis and remains satisfied that they all demonstrate sound independence of judgement and mind. It is satisfied that there are no relationships or circumstances likely to affect their independence or judgement. When considering the classification of a director as an independent director, the board takes into consideration the circumstances as set out in King IV™ and the Companies Act.
A board evaluation was performed and did not reveal any significant areas of concern and concluded that the board and committees of the board effectively discharged their respective responsibilities.
An executive director's performance, in relation to key performance areas, as agreed at the beginning of each year, is assessed annually in accordance with the group's standard performance assessment processes.
In accordance with the principles of good governance, the board conducted an independence assessment of two long tenure non-executive directors, JD Jansen and BM Gourley, having served as independent non-executive directors for more than nine years. The board concluded that, in its view, JD Jansen and BM Gourley are still independent, since there is no interest, position, association or relationship which, when judged from the perspective of a reasonable and informed third party, is likely to influence unduly or cause bias in their decision-making. They both, in the board's opinion, have continued to exercise objective judgement.
Process for appointments and removal of directors
The board, assisted by the nominations committee, is responsible for the appointment of new directors. The nominations committee evaluates suitable candidates and submits nominations to the board.
When determining the board's composition, different skills, experiences, personality types, ages, genders and races are considered in order to achieve a broad and diverse approach to business. When a vacancy is identified, the board will, on recommendation from the NomCom, determine the objective criteria to be met by a candidate. Whilst all board appointments are made on merit, a key requirement is gender diversity.
The appointment of a new director is subject to confirmation by shareholders at the first annual general meeting (AGM) held after their appointment. An induction programme is established for new directors. On appointment to the board, new directors visit the group's businesses and meet with senior management to facilitate their understanding of the group structure and their fiduciary responsibilities.
Despite the provisions of any contract, the company may, by ordinary resolution, remove any director from office and appoint another person in his/her stead. The company will at all times comply with Section 71 of the Companies Act in this regard.
Recent directorate changes
J Zimmermann was appointed to the board with effect from 24 April 2018 and is classified as an independent non-executive director.
Annual rotation and election
One third of all non-executive directors retire by rotation annually, and any director appointed by the board, either to fill a casual vacancy or as an addition to the board, is subject to election by the shareholders at the first AGM held after their initial appointment.
In accordance with the company's memorandum of incorporation and King IV™, JS Chimhanzi, JM Hofmeyr and KDM Warburton will retire by rotation and will stand for re-election by shareholders at the next AGM.