​Composition

ADvTECH's board comprises two executive directors, namely the group CEO and group FD and eight independent non-executive directors.

                                                             

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 increasing 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 the above targets and will recommend any changes required 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.

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 if necessary. A succession plan is in place for the position of chairman.

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. The board has not found it necessary to conduct formal assessments of the individual non-executive directors in the past, but will do so going forward.

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 their 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 considering the board's composition, the different skills, experience, personality types, ages, genders and races are considered to allow for a broad 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. One of these requirements will include gender diversity. All board appointments are made on merit.

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 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

There have been no changes to the board of directors since the submission of the last annual report.

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, JD Jansen, SC Masie and SA Zinn will retire by rotation and will stand for re-election by shareholders at the next AGM.