BOARD OF DIRECTORS

The Board of Directors of the Group comprises a mix of executive directors and independent non-executive directors as required by the King Code of Governance for South Africa 2016. The Board comprises of:

Jerry Mabena

BCom
Independent Non-Executive
Board appointment: 2014
Member of remuneration committee
Member of social, ethics and transformation committee

Roles and responsibilities of the Board

The role and responsibilities of the Board are set out in a charter which has been adopted and signed by each director. The Board recognises that its paramount responsibility is the positive performance of the Group in creating value. This value creation is designed to satisfy the legitimate interests and expectations of all stakeholders. The King Code imposes various specific responsibilities on the Board. The directors embrace these and acknowledge that the Board has primary responsibility for ensuring that:

• Group strategy, risk, performance and sustainability are inseparable;
• it provides effective leadership based on an ethical foundation of responsibility, accountability, fairness and transparency;
• The Group is and is seen to be a responsible corporate citizen;
• The Group has an effective and independent audit and risk assessment committee;
• The Board has an effective system for the governance of risk;
• The Board understands and manages the risks, benefits and constraints of the information technology (“IT”) department. These include the relevant structures, processes and mechanisms to enable IT to facilitate the achievement of the Group’s strategic objectives;
• The Group complies with applicable laws and considers adherence to non-binding rules, codes and standards;
• There is an effective risk-based internal audit function and an adequate system of internal controls;
• There is an appreciation that stakeholders’ perceptions affect the Group’s reputation;
• The Board underpins the integrity of the Group’s integrated report; and
• The Board and its members act in the best interests of the Group.