The board of directors is appointed by the shareholders, and is responsible for the adoption of strategic plans, monitoring of operational performance and management, determination of policy and processes to ensure the integrity of the company’s risk management and internal controls, communications policy, and director selection, orientation and evaluation. These responsibilities are set out in the approved board charter.
To adequately fulfil their responsibilities, directors have unrestricted access to timely financial information, all company information, records, documents, property, management and the company secretary. Directors are provided with guidelines regarding their duties and responsibilities as directors and a formal orientation programme has been established to familiarise incoming directors with information about the company’s business, competitive position and strategic plans and objectives.
The board meets at least four times a year and additional meetings are held when non–scheduled matters arise. At all board meetings, directors declare their interests in contracts where applicable.
The corporate board comprises two executives and seven non–executive directors, including the chairman and chief executive officer. The roles of the chairman (as a non-executive director) and the chief executive officer do not vest in the same person. Major responsibilities of the board include nomination of the chairman and chief executive officer and other board members, and agreement of the top management structures and management succession.
The corporate board is responsible to shareholders, but it proceeds mindful of the interests of the group’s staff, customers, suppliers and the communities in which the group pursues its business.
The directors subscribe to the principles incorporated in the Code of Corporate Practices and Conduct as set out in the King II Report on Corporate Governance (King Report) and comply therewith. The directors recognise the need to conduct the enterprise with integrity and in accordance with generally accepted corporate practices.
