The board has delegated some of its roles to the committees to assist in the execution of its duties. The board has established a number of statutory and other committees to assist it in fulfilling its duties and responsibilities more effectively. The delegation of authority to the board committees does not absolve the board from its duties and responsibilities and ultimate accountability.
Members of the board are appointed to committees based on their areas of expertise and experience. One of the members is appointed as chair of that committee. Where appropriate, a deputy chair may also be appointed.
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.
The board and its committees are furnished with full information ahead of each meeting, ensuring that all relevant issues are brought to the attention of directors for deliberation.
Board and committee meetings
The board charter requires each director to regularly attend meetings of the board and its committees. The table below records meetings attended by each member of the board and its committees during the course of 2018:
As required by the Companies Act, shareholders elect the members of the audit committee at the AGM. All members of the committee are independent as defined by the Companies Act. Terms of reference, approved by the board and adopted by the committee, set out the committee's functions and responsibilities.
The board has recommended that the following directors be appointed to the audit committee at the AGM in May 2019, to hold office until the following AGM:
- KDM Warburton (chairman);
- BM Gourley; and
- JS Chimhanzi.
Executive directors, external auditors and the internal audit manager are invitees who regularly attend these committee meetings.
The audit committee met three times during the year. These meetings were attended by the internal and external auditors, the group CEO and group FD, as well as other board members and invitees as considered appropriate by the chairman of the audit committee.
The board is responsible for the governance of risk in accordance with the groupâ€™s strategy. While the risk committee has assumed responsibility for monitoring and overseeing the management of risk within the group, the board, Exco and the internal audit department continue to review and assess the integrity and the quality of risk control systems and ensure that risk policies and strategies are effectively managed.
Management of risk is regarded as an integral aspect of each manager's responsibility within the group. The group's major assets are insured against loss and this, together with the disaster recovery plan, will ensure that the business continues with the least amount of disruption.
External auditors and the internal audit manager are permanent invitees who regularly attend these committee meetings.
The board is satisfied that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the group.
The key focus areas of the committee during 2018 related to the refinement of the risk policies and the risk registers as well as the identification of an appropriate risk appetite and risk tolerance threshold.
Remuneration committee (RemCom)
The board has delegated oversight of remuneration to the RemCom, in accordance with King IV™, to ensure fair, transparent and responsible remuneration. All members of RemCom are independent non-executive directors.
The committee determines and approves the remuneration policy for all employees, and determines the remuneration packages for executive and senior management. The group CEO and the group HR executive attend the meetings by invitation, but do not participate in any deliberations regarding their own remuneration.
Transformation, social and ethics committee (Tsec)
Tsec is a statutory committee of the board appointed in terms of Section 72(4) of the Companies Act. Because the board regards transformation as a high priority, it has elected to combine the mandate of the social and ethics committee with that of the previously existing transformation committee. The committee, in terms of its broader mandate, is responsible for the oversight of and reporting on the group's ethics, responsible corporate citizenship, sustainable development, stakeholder relations and transformation. The committee takes into consideration the needs, interests and expectations of all material stakeholders in the best interest of the company.
Nominations committee (NomCom)
NomCom consists of all the non-executive directors and is chaired by the chairman of the board.
The role of the committee is to assist the board in ensuring that:
- the board and its committees have the appropriate composition to effectively execute its duties;
- directors are appointed through a formal process; and
- induction and ongoing training and development of directors take place.
The group CEO is an invitee who regularly attends these committee meetings.
NomCom is responsible for reviewing succession plans for the board and its committees to promote the short-, medium- and long-term strategic objectives of the group. There is currently a succession plan in place for the chairman of the board.
The committee is satisfied that it has fulfilled its responsibilities in accordance with the committee's terms of reference.
Members of the Investment committee comprise a mix of independent non-executive directors, the group CEO and the group FD. The majority of the members are independent non-executive directors.
The committee was established to assist the board:
- to review and consider the financial and other aspects of material investment or disinvestment activity proposed by management and approved by Exco;
- in the determination of the most appropriate and advantageous method of funding material investments and the best capital structure of the company in pursuing its investment strategy;
- to approve acquisitions, disposals and capital expenditure in line with the limits of authority delegated to it and in line with the strategy determined by the board;
- by making such recommendations as it considers appropriate to the board;
- to conduct post implementation reviews of acquisitions and major investments; and
- to assist in the acquisition strategy of the group.