The Board of Directors

Subject to any limitation imposed by the company’s Memorandum of Incorporation or any legislation or regulation, the management of the company is vested in its board of directors. A charter regulates how the board must conduct itself in the interests of the company and its stakeholders.

The board is accountable for the development and execution of the group’s strategy, operating performance and financial results, as well as being the arbiter and monitor of risk and the custodian of the corporate governance policies and procedures.

The directors bring independent judgement and experience to the board’s deliberations and decisions. Following consultation with the chairperson of the board, directors are encouraged to take independent advice where necessary, at the company’s cost, for the proper execution of their duties and responsibilities. In addition, directors have unfettered access to the group’s auditors, professional advisors and to the advice and services of the company secretary. Directors may attend any committee or subsidiary board meeting and have unrestricted access to any executive, manager or employee in the group as well as to any information generated by the group.

Composition

The nominations and remuneration committee monitors and ensures that the composition of the board meets the needs of skills, representivity and balance in proposing directors for election by shareholders. The board is responsible for the selection of the chairperson and chief executive officer and the constitution and composition of its committees. The board comprises six independent non-executive directors, three non-executive directors and four executive directors.

The office of the chairperson and that of the chief executive are separated with Christopher Seabrooke, an independent non-executive director, holding the position of chairperson and Mark Lamberti, an executive director, holding the position of chief executive. 

The leadership of the board is the responsibility of the chairperson. The leadership of the company is the responsibility of the chief executive, who is appointed by the board. The task of the chief executive is to direct the company and to implement the strategies, structures and policies adopted by the board. All board authority conferred on management is delegated through the chief executive.

Role

The board and its committees specifically assume ultimate responsibility for:

• Scanning the environment to understand and anticipate economic, industry and competitive threats likely to affect the group.
• Reviewing and evaluating the present and future strengths and weaknesses of the group.
• Approving and reviewing annually the group’s three-year competitive strategy and adopting business plans for the achievement thereof.
• Approving the annual budget.
• Retaining full and effective control of the group, monitoring and directing management’s implementation of board-approved strategies, structures, plans and budgets.
• Establishing and monitoring a relevant set of financial and nonfinancial measures or indicators to predict, measure and control the performance of the group, its business risks and the ability of the group to implement its strategy and achieve its objectives.
• Ensuring that appropriate systems are in place to identify, monitor and manage business risks and to ensure regulatory and legal compliance.
• Ensuring that a relevant system of policies and procedures is operative to establish control and the devolution of authority and responsibility.
• Approving specific financial and non-financial objectives.
• Reviewing investment capital and funding proposals.
• Defining levels of materiality and authority for commitments made on behalf of the company.
• Considering the adoption of any significant changes in accounting policies and practices, the extent of debt permitted by the group, annual general meeting agendas, changes to the Memorandum of Incorporation and compliance with relevant regulations.
• Reviewing the group’s audit requirements.
• Ensuring comprehensive reporting to shareholders.
• Approving the preliminary financial statements, annual report and other reports and announcements to shareholders.
• Considering the declaration of dividends.
• Reviewing the board’s composition, structure and succession.
• Reviewing succession planning and endorsing senior executive appointments and high-level remuneration issues.
• Establishing the measures for, and reviewing the chief executive officer’s performance through the nominations and remuneration committee.
• Reviewing non-executive directors’ remuneration.
• Prescribing the frequency, agendas and content for all meetings necessary to give effect to the above.
• Committing to the principles of good corporate governance and ensuring that compliance is reviewed regularly
• Ensuring ethical behaviour and compliance with laws and regulations and the group’s own governance documents, codes of conduct and ethical standards.
• Acting in the interests of the company’s stakeholders.

Committees

The board committees and committees appointed by the shareholders include the executive committee, audit committee, risk and compliance committee, asset and liability committee, nominations and remuneration committee and, effective 1 October 2011, the social and ethics committee. The oversight function of these committees is outlined in detailed approved charters. Included in each committee’s charter is the imperative to enhance the standard of governance within the group along with clearly defined delegated authority and reporting procedures.

The following Board Committees are in place:

• Audit Committee
• Assets and Liabilities Committee
• Nominations and Remunerations Committee
• Risk and Compliance Committee
• Social and Ethics Committee
• Executive Committee

At least four meetings are held annually, one of which is devoted to a strategic review. In addition, meetings are convened on an ad hoc basis as and when circumstances demand. During the year, the board met once on an ad hoc basis.

The board works to a formal agenda that covers strategy, operational performance, risk and governance. Progress against the group’s strategic thrusts is reported on at each meeting. The company secretary is responsible for circulating the agenda and other meeting papers in good time. Formal board papers are prepared for each discussion item on the meeting’s agenda including reports by the chief executive officer, chief financial officer and chief executive officer of each of the group’s operating subsidiaries.

It is an expectation of the board that the directors devote sufficient time to prepare for, attend and actively participate in all board, and where applicable, committee meetings.

Constitution of the Board and the Board Committees

The Board comprises the following directors:

• C Seabrooke (Independent; Non-executive) – Chairman
• P Langeni (Independent; Non-executive)
• D Tabata (Independent; Non-executive)
• R Shuter (Independent; Non-executive)
• R Rossi (Non-executive)
• S Zagnoev (Non-executive)
• M Lamberti (Executive)
• J Jawno (Executive)
• M Mendelowitz (Executive)
• T Jacobs (Executive)
• S Kark (Executive)
• P Katzenellenbogen (Executive) – Company Secretary

Details and members of the Executive Committee and other Board Committees can be found in the Committees section.