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In terms of the company’s MoI, the directors scheduled to retire by
rotation at the next annual general meeting are Messrs DE Cleasby,
B Joffe and Mrs CWL Phalatse.
The board functions in accordance with the Companies Act, the
requirements of King III, the Listings Requirements of the JSE Limited
and other applicable laws, rules and codes of governance. The board
is responsible for, among other things, the governance of risk and
information technology and has ensured that the company has an
effective, independent audit and risk committee and an effective risk-
based internal audit function. On the recommendation of the audit and
risk committee, the board has considered and approved the annual
integrated report. Based on the report of the audit and risk committee
and the written assessment of the internal auditor, the board is
satisfied the with the effectiveness of the system of internal control.
Bidcorp’s remuneration philosophy promotes the group’s
entrepreneurial culture within a decentralised environment with the
aim of achieving sustainable growth at all businesses. The board
defines the remuneration philosophy and aligns business strategy
and objectives with the overall goal of creating stakeholder value.
Fair and responsible remuneration practice is a key area of focus.
A key objective is the maintenance of balance between employee
and shareholder interests while fostering Bidcorp’s entrepreneurial
drive.
The board carries ultimate responsibility for remuneration policy.
The remuneration committee operates in accordance with a board
approved mandate. The board may refer matters for shareholder
approval; for example, new and amended share-based incentive
schemes and non-executive directors’ fees. During the year, the board
accepted the recommendations made by the remuneration committee.
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See details in the remuneration committee report on page 58.
The full remuneration report is available within the
online report.
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1. Governance
Bidcorp is fully committed to the four values that underpin good
governance: responsibility, accountability, fairness and transparency.
Our board charter expresses the board’s promise to fulfil its
responsibilities and make itself accountable for all activities. In
certain specific, areas the board has delegated responsibility to
board subcommittees and divisional committees. These bodies
focus on the needs and strategies of the business while meeting
the reporting requirements of a listed group.
Mandatory governance requirements are addressed by Bidcorp
subsidiaries under the guidance of the Bidcorp group. Review
of mandatory functions is carried out by divisional audit and risk
committees, which disclose relevant charters, codes, policies and
documents. In line with Bidcorp’s decentralised structure, divisional
management establishes any additional policies and procedures that
may be required.
Role and function of the board
Executive directors implement strategies by taking the necessary
operational decisions. Non-executive directors provide an independent
perspective and complement the skills and experience of executive
directors. Non-executive directors objectively assess strategy, budgets,
performance, resources, transformation, diversity, employment equity
and standards of conduct. They also contribute to strategy formulation
and decision making.
The following directors were appointed to the Bidcorp board on
March 10 2016: Messrs PC Baloyi, DDB Band, B Berson, NG Payne,
and Mrs CWL Phalatse and H Wiseman. Collectively, the board
believes its current mix of knowledge, skill and experience meets the
requirement for effective leadership.
The board is chaired by Mr B Joffe, an executive director with many
years of experience in leading our organisation. Mr DDB Band has
been appointed as our lead independent non-executive director
to ensure good governance principles are embraced. In addition,
the board comprises a further four independent non-executive
directors and two executive directors.
See details on the board spread on pages 34 and 35.
An employment agreement has been put in place for the executive
chairman, Mr B Joffe. This contract includes a contract term of three
years, normal inflation-related increases and a performance-related
bonus. No other executive directors have a fixed-term contract.
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Governance review
Bidcorp Limited Annual integrated report 2016 |
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