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Governance
Bidcorp commits fully 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 specific areas, the board delegates
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
group guidance. Review of mandatory
functions is conducted 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, risk
oversight, diversity, employment equity and
standards of conduct. They also contribute
to strategy formulation and decision making.
The following changes were made to
the Bidcorp board during the period
under review: Mrs Dolly Doreen Mokgatle
(October 4 2016) and Mr Stephen Koseff
(August 16 2017) were appointed and
Mrs Lorato Phalatse (November 9 2016)
retired. The board believes its current mix of
knowledge, skill and experience meets the
requirement for effective leadership.
The board is chaired by Mr Brian Joffe, a
non-executive director with many years
of experience in leading our organisation.
Mr Doug Band is the lead independent
non-executive director to ensure good
governance principles are embraced.
A further five independent non-executive
directors and two executive directors sit
on the board. No executive directors have
a fixed-term contract.
See details on the board spread on
pages 44 and 45.
Key governance compliance summary
Appointment,
induction and
ongoing
training
of directors
The board has a rigorous and transparent procedure for
considering new director appointments. The selection
process in line with the newly adopted diversity policy,
considers the required balance of skills and experience and
the ongoing task 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 were 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 IV’s independence recommendations.
Assessments of each non-executive director considered
salient factors and each individual’s unique qualities and
circumstances. The board is satisfied that the majority of the
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 the business are differentiated.
Mr Brian Joffe is the board’s non-executive chairman
and Mr Bernard Berson, an executive director, is chief
executive. The roles are separate and clearly defined.
In view of the chairman’s non-independent role, the board
has a lead independent director, Mr Doug Band, appointed to
ensure adherence to good governance principles.
Prescribed
officers
In view of our wide geographic spread, the nature of the
business and the group’s decentralised structure, the
directors concluded that no prescribed officers of the
company be appointed at this time.
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 and no contracts were entered
into in which directors and officers of the company had an
interest and which significantly affected group business.
The directors had no interest in any third party or company
responsible for managing any of the group’s business
activities.
Governance report
Annual integrated report 2017
Bid Corporation Limited
48
GOVERNANCE REVIEW