42 / 170
Governance report
The board confirms its compliance with specific governance requirements in the disclosures set out below:
Appointment,
induction and ongoing
training of directors
The board has adopted a rigorous and transparent procedure for considering new director appointments. The
selection process considered the required balance of skills and experience and the ongoing process of aligning board
composition with group strategy.
The company secretary ensures an appropriate induction programme is available for new directors. The board
supports the development of directors. Training is available as required.
Board and board
committees’
performance
assessment
The performance of the board and board committees is to be annually appraised and considered via the nominations
committee. Recent appointments to the board and subcommittees have been favourably received and therefore
no formal performance appraisal was performed at this year-end. The board and board committees are functioning
effectively and efficiently.
Independence of non-
executive directors
The board comprises a majority of independent non-executive directors. The board considered the issue of directorial
independence in accordance with the rationale and meaning of King III independence requirements. An assessment of
each non-executive director considered salient factors and each individual’s unique qualities and circumstances. The
board is satisfied the five non-executive directors are independent.
Chairman and chief
executive
No individual has unfettered powers of decision making. Responsibility for running the board and executive
responsibility for conducting the business are differentiated. Mr B Joffe is the board’s executive chairman and
Mr BL Berson, an executive director, is chief executive. The roles of executive chairman and chief executive are
separate and clearly defined.
In view of the chairman’s executive role, a lead independent non-executive director, Mr DDB Band, was appointed to
ensure adherence to good governance principles.
Prescribed officers
Due to our wide geographic spread, the nature of the business and the group’s decentralised structure, the directors
concluded that there be no prescribed officers of the company appointed at this time.
Directors’ service
contracts
B Joffe’s employment agreement 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.
Directors’ and officers’
disclosure of interest
in contracts
During the financial year, none of the current directors had any interest in any contract to which the company or any of
its subsidiaries was a party. During the financial year, no contracts were entered into in which directors and officers of
the company had an interest and which significantly affected the business of the group. The directors had no interest
in any third party or company responsible for managing any of the business activities of the group.
Conflict of interest
The board recognises the importance of acting in the company’s best interest and protecting the legitimate interests
and expectations of stakeholders. The board consistently applies the provisions of the Companies Act on disclosing
and avoiding conflicts of interest. Directors are required to declare their interests annually and, more specifically, at
each meeting of the board.
Statutory powers
Section 66(1) of the Companies Act provides that the business and affairs of a company be managed by or be under
the direction of its board, which has the authority to exercise all the powers and perform all the functions of the
company, except to the extent that the Companies Act or the company’s MoI provides otherwise.
The general powers of the directors are set out in the company’s MoI. The directors have further unspecified powers
and authority for matters that may be exercised and dealt with by the company, which are not expressly reserved to
shareholders of the company in general meeting.
Insider trading
Through appropriate procedures and communication, the board ensures no director, manager, employee or nominees
or members of their immediate family deals directly or indirectly in the securities of the company on the basis of
unpublished price-sensitive information nor during any embargo year determined by the board in terms of a formal
policy implemented by the company secretary. A list of people who are restricted for this purpose has been approved
by the board and is revised from time to time. Dealings in the company’s securities by directors and officers are listed
and circulated at every board meeting for noting. The Listings Requirements of the JSE Limited extend obligations on
transactions in the company’s securities to include those of any major subsidiary. Directors or officers of the company’s
major subsidiaries, whether wholly or partially owned, are also included in the list of directors, company secretary and
other officers.
Company secretary
Mrs AK Biggs is the group company secretary, duly appointed by the board in accordance with the Companies Act.
The secretariat provides a central source of guidance and advice within the company on business ethics and good
governance. The secretariat fosters the highest standard of compliance with statutory and regulatory requirements.
P
00
www.
F
All referenced charters and frameworks (including the code of ethics and stakeholder communication among others) can be found in the
online report.
Page 38
| Bidcorp Limited Annual integrated report 2016