Corporate governance framework

The right framework

Our Board is ultimately responsible for our adherence to sound corporate governance practices and high ethical standards, and for ensuring the Group operates fairly and transparently.

We clearly delineate roles and responsibilities between the Board and executive management. Our governance framework is anchored in the Companies Act, the Financial Markets Act and the JSE’s memorandum of incorporation. This framework allows for delegation of authority while enabling the Board to effectively control the Group.

We ensure that the roles, mandates and committee compositions allow for shared responsibilities, dispersed influence and balanced perspectives on our strategic matters. Our governance structures and processes are formally reviewed and updated annually. Each Board committee follows its written terms of reference and defined focus areas to deliver our governance outcomes.

Roles and responsibilities

We value the independence of our board members as independent thinking helps us make robust decisions. The role of the independent non-executive Chairman is distinct and separate from the Group CEO. This separation of responsibilities ensures that no single person has unfettered decision-making powers. We have an appropriate balance of authority on the Board.

Two executives (Group CEO and CFO) serve on the Board to ensure that non-executive directors have more than one point of direct interaction with management.

Chairman: An independent non-executive director responsible for leading the Board and ensuring the integrity and effectiveness of the Board and its committees. Ensures high standards of corporate governance and ethical behaviour.
Lead independent director: An independent non-executive director who maintains the effectiveness of the Board by providing leadership and advice when the Chairman has a conflict of interest, without detracting from or undermining his authority. Provides support to the Chairman, is available as a trusted intermediary for the other directors, as necessary, and chairs a meeting of the non-executive directors at which the performance of the Chairman is considered.
Group CEO: An executive director who is responsible for leading the Group, creating an organisational culture based on the Group's values and maintaining an ethical environment. She develops and recommends the JSE’s short-, medium- and long-term vision and strategy to the Board and drives operating performance within the JSE’s approved risk appetite. The Group CEO appoints the executive management team and ensures proper executive succession planning.
CFO: An executive director is responsible for the Group’s financial capital and leads the finance team. She creates and maintains a robust internal financial control environment, ensures appropriate treasury management, oversees the integrity of financial reporting and, ensures compliance with all relevant financial and tax laws and regulations, including IFRS.
Group company secretary: The Group company secretary serves as a conduit between the Board and the Group and has a direct reporting line to the Chairman of the Board, the Group Audit Committee and the Group Risk Management Committee.

All directors have unfettered access to the advice and services of the Group company secretary. He enables the effective functioning of the Board by guiding directors on their governance, compliance and fiduciary responsibilities. He ensures that Board and committee procedures, charters and relevant legislation and regulations are observed.

Board appointment and induction

We have a formal and transparent process to appoint Board members. We focus on improving our gender and race diversity with new appointments. The Group Nomination Committee, which the Board Chairman chairs is responsible for the Board appointment process.

The Group Nomination Committee, assisted by the Group company secretary, conducts the recruitment process and recommends the successful candidate for appointment by the Board. Non-executive directors sign a letter of appointment, setting out all salient engagement terms. These terms include key responsibilities, time commitment, committee service, outside interests, director evaluation and fees.

Non-executive directors undergo a formal one-year induction programme to support them in meeting their statutory duties, understand our strategic priorities and develop relationships with executives tasked with managing the business. All new directors attend Group Risk Management Committee meetings for their first year of appointment.

Board performance

The Board conducts an annual self-evaluation to ensure continued improvement in performance and effectiveness. This evaluation assesses the Board, Board committees, individual directors (including the Chairman and CFO) and Group company secretary. The Chairman and the Group company secretary oversee this process with support from an independent service provider. The evaluation process allows us to reflect on Board practices and identify improvement areas.