Our Board and its committees

Achieving our governance outcomes

Our Board is guided by a range of local and international requirements, standards and guidance, including the Companies Act, 71 of 2008 (as amended) (Companies Act); the Financial Markets Act, the JSE Listings Requirements, and the King IV Code of Corporate Governance (King IV).

We incorporate these requirements into the Board’s policies, processes and operating procedures. The Board, supported by the Group’s governance and assurance team, oversees compliance with applicable statutes, regulatory notices and good governance practices.

Board committees

The Board committees’ responsibilities are formally documented in the committee’s terms of reference, which are approved by the Board and reviewed annually. Committee chairmen report back to the Board after each meeting, allowing for transparent communication and ensuring all aspFects of the Board’s mandate are addressed.

Board committees

Finance and audit governance

Group Audit Committee

Regulatory oversight

Group SRO Oversight Committee

Issuer Regulation

Market Regulation

Remuneration governance

Group Remuneration Committee

Risk, technology and information governance

Group Risk Management Committee

Capital Markets

Post-Trade Services

Information Services

Sustainability and ethics governance

Group Sustainability Committee

Capital Markets

Post-Trade Services

Information Services

Board renewal and governance

Group Nominations and Governance Committee

Oversight of acquisitions and growth opportunities

Group Investment Committee

Group Audit Committee

Chairman: S Kana
Members: Z Bassa, F Khanyile
Invitees: L Fourie, F Suliman, External auditors, FSCA representative, Group internal auditors, Group company secretary

Focus areas

To ensure the integrity of the Group’s financial statements and accounting policies.
Continue to focus on ensuring that the Group’s financial systems, processes and internal financial controls are operating effectively.

GAC Terms of Reference

Group Risk Management Committee

Chairman: I Kirk
Members: Z Bassa, L Fourie, S Kana, B Kruger
Invitees: P Nhleko, Chief information officer, Chief risk officer, External auditors, FSCA representative, Group internal audit, Director: Capital Markets, Director: Information Services, Director: Post-Trade Services, Group company secretary

Focus areas

Identification, assessment and management of top business risks and associated opportunities.
Continue to ensure that system availability and stability are maintained.
Technology opportunities and risks, information management and cybersecurity.

GRMC Terms of Reference

Group Sustainability Committee

Chairman: S Kana
Members: S Cleary, F Khanyile
Invitees: P Nhleko, L Fourie, Chief operating officer, Human Resources Executive, Director Marketing and Corporate Affairs, Group company secretary

Focus areas

Continuous oversight on ethics governance and the effectiveness of ethics management.
Oversee and monitor the Group’s contribution towards combating climate change.
Monitor the Group’s progress on the journey towards TCFD-aligned climate disclosure.
Monitor the Group’s contribution towards social and economic development within its sphere of influence.
Continue to focus on establishing and maintaining mutually beneficial relationships with stakeholders.

GSC Terms of Reference

Group Remuneration Committee

Chairman: F Khanyile
Members: I Kirk, B Kruger, P Nhleko, Z Bassa
Invitees: L Fourie, Human Resources Executive, Group company secretary

Focus areas

Review annually the long-term incentive scheme targets and weightings between performance and time vesting, seeking to ensure appropriate balance between shareholder interests and retention risks.
Continue to engage with shareholders to ensure the relevance and appropriateness of the Remuneration policy.
Ensuring that remuneration is implemented in accordance with the Remuneration policy.

GRC Terms of Reference

Group Self-Regulatory Organisation Oversight Committee

Chairman: Z Bassa
Members: S Cleary, F Khanyile, S Kana
Invitees: L Fourie, Director: Issuer Regulation, Director: Market Regulation, Group company secretary

Focus areas

Continue to monitor regulatory developments, including those relevant to market conduct and reputational risk.
Continue to monitor conflicts of interest and compliance with Conflicts Policy.

GSROOC Terms of Reference

Group Nomination and Governance Committee

Chairman: P Nhleko
Members: S Kana, B Kruger
Invitees: L Fourie, Group company secretary

Focus areas

Governing structures and delegation of authority.
Primary role and responsibilities of the Board.
Composition of the Board, succession planning, director appointment and director independence.
Leadership requirements of the Group.
Annual Board effectiveness review.

GNGC Terms of Reference

Group Investment Committee

Chairman: B Kruger
Members: L Fourie, F Suliman, F Khanyile, I Kirk, P Nhleko
Invitees: S Kana, Director: Capital Markets, Group company secretary

Focus areas

Monitor implementation of Acquisitions Strategy.
Continue to consider and evaluate potential opportunities for strategic partnerships and acquisitions.

GIC Terms of Reference