Directors

Board of Directors

The composition of the board of directors has remained at six individuals, four of whom are non-executive (three independent), whilst the remaining
two are the Chief Executive Officer and the group Financial Director. The independence of the independent nonexecutive directors is assessed
on an annual basis, and all have confirmed their continued independence in writing to the Company Secretary. Mr M Moela also acts as the
lead independent non-executive director.

Appointment of Directors

Nominees for directorships are evaluated and interviewed by standing executives and members of the Remuneration and Nomination Committee in order to be satisfied that such nominees will be able to contribute the necessary skills to the group before being offered a position on the board of directors. Background and reference checks are performed prior to consideration of an individual for nomination.

Role and function of the Board of Directors

The board of directors is responsible for the correct management and ultimate control of the group, while emphasising the need for ethical business practices and taking into account the groupís impact on internal and external stakeholders. In order to meet their responsibility to stakeholders, the board is responsible for setting the strategic objectives of the group, determining investment and performance criteria, setting ethical values to which the group will adhere, ensuring that management aligns itself to the ethical values of the group, and promoting a stakeholder-inclusive approach of governance.

The board continually monitors the relationship between management and the stakeholders of the group, and is actively working towards ensuring that the group not only survives but also thrives. To achieve this, the board, together with the Risk Committee, assesses any risks that the group may face, ensures that the strategy formulated is aligned with the purpose of the group, and ensures that the strategy will result in sustainable outcomes.
The group CEO is primarily responsible for the management of the group and liaising with the appointed operating executives.


The CEOís responsibilities include ensuring that agreed strategies are implemented. He also investigates and evaluates corporate opportunities which are then presented to the directors for consideration. The group Financial Director is responsible for managing the financial systems, liaising with the external auditors, ensuring compliance with applicable legislation and financial corporate governance as well as the preparation of the annual financial statements in accordance with the Listings Requirements of the JSE Limited and International Financial Reporting Standards. The three independent non-executive directors are members of and chair the Audit Committee and Remuneration and Nomination Committee.

Appraisal of Directors

The board performs periodic evaluations of the performance of individual directors, wherefrom any needs are identified and appropriate
action plans are compiled. Directorsí Responsibilities, Financial Reporting and Companies Act updates are addressed throughout the year on a continuous basis.

Independence of the Board of Directors

The board of directorsí independence from the daily management team is maintained as follows:

The non-executive directors do not hold any service contracts and their remuneration is not linked to the financial performance of the group;

• All directors have access to the advice and services of the Company Secretary and are entitled to seek independent professional advice on the
affairs of the group at the companyís expense.

The independence of the independent nonexecutive directors was reviewed and assessed during the year under review, and no potential conflicts of interest or issues which may negatively affect independence were identified.

Said independence has been confirmed by the independent non-executive directors in writing. The board of directors meet formally on at least a quarterly basis, with additional meetings convened when circumstances necessitate. The groupís overall daily operations are managed and overseen by executive directors of each operating subsidiary who report to the main board at least on a monthly basis with ad hoc meetings taking place regularly. There are comprehensive management reporting disciplines in place which include the preparation of annual budgets by all operating units, which are revised on a quarterly basis. Individual and consolidated operational budgets are scrutinised, reviewed and approved by the board.
Monthly results and the financial status of operating units are reported against approved budgets.

The directors are aware of the need for the chairperson of the audit committee to be independent as well as the requirement that this committee needs to include at least three non-executive directors. In this regard the audit committee is chaired by one of the independent directors, Ms SP Mothelesi.

Directors Remuneration

None of the executive directors are remunerated directly by the holding company. There are consultancy agreements which have been entered
into with entities controlled by the Chief Executive Officer and Chairman.

The group Financial Director is remunerated by a company outside of the group which then recovers its costs by way of a management fee charged to the company. Information relating to consultancy agreements are disclosed in note 14 of this report. There are no service contracts with the executive directors. Details of directorsí remuneration are set out in note 22 of this report.

Share Dealings by Directors

All dealings by directors are regulated and monitored as required by the Listings Requirements of the JSE Limited. No director or staff member is permitted to deal in shares without prior approval from the Company Secretary/Chairman.