Board Charter

CONSTITUTION 

The primary objective of the Company's Board Charter is to set out the responsibilities of the Board of Directors ("the Board"). 

MEMBERSHIP 

The number of directors shall not be less than four directors and not more than fifteen. The appointment of directors shall be recommended by the Remuneration and Nomination Committee and approved by the Board as a whole. The Chairman shall be a non-executive director, preferably independent, and the roles of the Chairman and Chief Executive Officer shall be separated.

Hence the running of the Board and the executive function of the management of the Company's business will be the responsibilities of the Chairman and the Chief Executive Officer, respectively. Unless varied by these terms of reference, the appointment of directors will be governed by the articles of association of the Company. 

RESPONSIBILITIES OF THE BOARD 

The Board will be responsible for, inter alia: 

  • Adoption of strategic plans 
  • Giving strategic direction to the Company, appoint the Chief Executive Officer and ensure that succession is planned 
  • Retaining full and effective control over the Company, and monitoring management in implementing Board plans and strategies 
  • Monitoring of operational performance and management
  • Preparation and integrity of the annual financial statements and all related information 
  • Recording the facts and assumptions on which it relies to conclude that the business will continue as a going concern in the financial year ahead or why it will not, and in that case, what steps the Board is taking to remedy the situation 
  • Defining levels of materiality, reserving specific power to itself and delegating other matters with the necessary written authority to management 
  • Maintenance of adequate accounting records 
  • Adequately safeguarding, verifying and maintaining accountability of assets 
  • Preventing and detecting material misstatement and loss 
  • Determination of policy and processes to ensure the integrity of the Company's risk management and internal control procedures 
  • Implementing proper systems of internal control which are designed to provide reasonable, but not absolute, assurance as to the reliability of the financial statements 
  • Ensuring that the Company complies with all relevant laws, regulations and codes of business practice, and that it communicates with its shareholders and relevant stakeholders (internal and external) openly and promptly and with substance prevailing over form 
  • Developing a corporate code of conduct that addresses conflicts of interest, particularly relating to directors and management 
  • Assessing its composition to consider whether its size, diversity and demographics makes it effective 
  • The communications policy of the Company 
  • Director selection, orientation and evaluation 
  • Ensuring that there is an appropriate balance of power and authority on the Board, such that no individual or block of individuals can dominate the Board's decision taking 
  • Ensuring that each item of special business included in the notice of the annual general meeting, or any other shareholder meeting, is accompanied by a full explanation of the effects of the proposed resolution 
  • Encouraging shareholders to attend annual general meetings and other Company meetings, at which the directors should be present
  • Defining and monitoring the information needs of the Board. The Board should have unrestricted access to all Company information, documents, records and property
  • Identification and monitoring of the non-financial aspects relevant to the business of the Company 
  • Ensuring that the duties of directors as prescribed by the Companies Act (No 61 of 1973, as amended) are carried out
  • Risk management. 

The Board may delegate any of its responsibilities to committees of the Board.  

MEETINGS 

  • Meetings of the Board will be held as frequently as the Board considers appropriate, but it will normally meet not less than four times a year. Any Board member may call further meetings if required 
  • Reasonable notice of meetings and the business to be conducted shall be given to members of the Board 
  • The Chairman, at his discretion, may invite other executives to attend and to be heard at meetings of the Board. 

PROCEEDINGS AT MEETINGS 

  • Unless varied by these terms of reference, meetings and proceedings of the Board will be governed by the Company's articles of association 
  • The company secretary shall take minutes of the meetings. These shall be reviewed and approved by the members of the Board.

GENERAL 

  • The Board, in carrying out its tasks under these terms of reference, may obtain such outside or other independent professional advice as it considers necessary to carry out its duties 
  • The Board will ensure that members of the Board will have access to professional advice, both inside and outside the Company, in order for it to properly perform its duties 
  • These terms of reference may be amended as required, subject to the approval of the Board 
  • These terms of reference will be subject to annual review by the Board.