Integrated Annual Report
2020

Nominations committee letter

Nominations committee letter

CHRISTOPHER SEABROOKE Nominations committee chair

Transaction Capital operates in highly specialised segments in markets that are dynamic and volatile, requiring that our directors provide a range of leadership, professional and technical skills and relevant experience. The nominations committee must balance these qualities against the
King IV requirement that the board is sufficiently independent and diverse to fully discharge its responsibilities.

The board, through the nominations committee, has made good progress in strengthening its independence and augmenting board acumen and diversity. With the appointment of three new independent non-executive directors during the year, the board now comprises nine non-executive directors, eight of whom are independent, and five executive directors.

We are also pleased to announce that the board has now exceeded the voluntary diversity targets set by the nominations committee, with four black directors (African, Indian and Coloured directors, against a target of three) and four female directors (against a target of three).

The appointments of Sharon Wapnick on 12 March 2020, and Ian Kirk and Suresh Kana on 1 November 2020, bring additional insurance, legal and technical financial skills to the board. This has enhanced our ability to provide independent oversight and guidance in a challenging operating environment. It also provides additional capacity to govern a larger group after the investment in a 49.9% non-controlling interest in WeBuyCars to establish the group’s third market vertical, shifting our opportunity and risk profile. Furthermore, these new directors enhance the board’s skills and experience in planned growth areas and strategic initiatives, including growing our insurance operations in SA Taxi and our effort to deepen positive, measurable ESE impact and reporting.

In November 2020, the board conducted its annual assessment of directors’ independence and determined that both long-standing non-executive directors, Christopher Seabrooke and Phumzile Langeni, continue to act independently. The process involved a self-assessment by each non-executive director and an assessment of all the non-executive directors by the board collectively.

Suresh Kana replaced Kuben Pillay as the lead independent non-executive director of the board on 1 November 2020. Kuben remains an independent
non-executive director. Also, as chairman of the board, I have stepped down as a member of the ARC committee, further enhancing our alignment to the principles of King IV. Suresh Kana and Ian Kirk join Buhle Hanise on the ARC committee, with Diane Radley as its chairperson.

The scarcity of executives and managers with specialised technical skills underlines the importance of succession planning and talent development in supporting the group’s strong track record for growth, an imperative that the WeBuyCars investment has only reinforced. Ongoing initiatives to advance the group and divisional employee value propositions, recently bolstered by the adoption of a formal ESE framework, continue to support our ability to attract top talent.

SA Taxi has appointed a group people executive with deep experience, supported by a dedicated transformation manager to support the division’s skills development and transformation efforts. An executive coach is also fast-tracking the development of promising talent. TCRS has a strong focus on leadership development, training and transformation, with the division benefitting from a strong pipeline of employment equity candidates moving into various leadership roles within the business.

For the year ahead, the committee will focus on:

  • Evaluating and enhancing succession planning, with a specific focus on transformation.