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ZARc - 6.49%ESG information Board and committees
ESG information Board and committees
MultiChoice Group recognises that a balanced board supports value creation.
The board, supported by the nomination committee, determines its size and composition subject to the group’s memorandum of incorporation, applicable legislation and regulatory requirements, and King IV. Shareholders elect directors at the AGM. Non-executive directors bring diverse perspectives and independence to the board’s decision-making, and executive directors offer insight into the business’s operations.
As at year-end, the board comprised 12 directors – two executive directors (CEO and CFO) and 10 non-executive directors, seven of whom are independent. Non‑executive members of the board are categorised by the board as independent if there is no interest, position, association or relationship which is likely to unduly influence or cause bias in decision-making in the best interests of the group. The board considers the aforesaid and other indicators holistically, and on a substance over form basis when assessing the independence of a member of the board.
To ensure no one individual has unfettered powers of decision-making and authority, the roles of the chair, lead independent director and CEO are separate and well defined. A list of our directors with short biographies can be found in the About section of our website.
None of the directors, other than the executive directors, have a fixed term of appointment and one-third of the non-executive directors are subject, by rotation, to retirement and re-election by shareholders at every AGM, in accordance with the group’s memorandum of incorporation. The mandatory retirement age for non-executive directors is 75.
The nomination committee reviews the board’s composition annually (including board member rotation) in accordance with the board charter and its diversity policy and makes recommendations to the board. The board and committee compositions are considered holistically, considering all aspects of diversity (including gender and racial mix to represent the demographics of the markets where it operates and to promote racial and gender diversity), and capitalising on differences in the skills, geographical and industry experience of its members. 80% of the board committee chairs are female and all chairs, including the board chair, are considered diversity candidates which demonstrates the board’s ongoing efforts to promote diversity. Gender diversity is also a focus area for our employee group as a whole - read more about our initiatives in this regard in the Social investment section of our website.
Board demographics
Independence
Age
Board racial diversity FY20
The nomination committee assists the board in identifying and selecting directors, considering, amongst other things, skills, qualifications, existing directorships, fit and proper assessments and diversity.
Eligible candidates and current directors are not to hold more than four active directorships on companies (including MultiChoice Group) listed on any local or foreign regulated exchange. All board appointments are made on merit, in the context of the skills, experience, independence and knowledge the board as a whole requires to be effective.
As provided for in the company’s memorandum of incorporation and the board charter, the board is supported and assisted by the audit committee, nomination committee, remuneration committee, risk committee and the social and ethics committee, which have clear mandates and oversight responsibilities for various aspects of the business.
