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ZARc - 0.29%ESG information Board and committees
ESG information Board and committees
Board composition and succession planning
The 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 MOI, applicable legislative and regulatory requirements, and King IV. Non-executive directors bring diverse perspectives and independence to the board’s decision-making, and executive directors offer insight into the business’s operations. The CEO and CFO (referred to as the ’financial director’ by the JSE) are board members. To support the board, where necessary, subject matter experts are available for matters requiring specialised guidance.
As at year-end, the board comprised 12 directors – two executive directors (CEO and CFO) and ten non-executive directors, nine of whom were considered independent. Post year end from 23 April 2024 the board comprised of 11 Directors.
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 influence unduly or cause bias in decision-making and which is not in the group’s best interests. The board considers the aforesaid and other indicators holistically and on a substance-over-form basis when assessing the independence of a board member for purposes of categorisation.
Board demographics as at 31 March 2024.
None of the directors, other than the executive directors, have a fixed term of appointment. 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 MOI.
The mandatory retirement age for non-executive directors is 75, at which time the director shall vacate office at the end of the financial year in which that director turns 75, unless the board, in its discretion, decides otherwise.
The nomination committee reviews the board’s composition (including board member rotation) annually in accordance with the board charter and the board diversity policy. The nomination committee makes recommendations to the board. The board and committee compositions are considered holistically, taking into account all aspects of diversity (including gender, age, culture and race) in terms of the board diversity policy, and capitalising on differences in the skills, geographical and industry experience of its members. The board’s commitment to promote diversity is demonstrated by the fact that in FY24 80% of the board committee chairs are women (100% post year-end) and the majority of chairs, including the board chair, are considered diversity candidates
The nomination committee assists the board with identifying and selecting new directors. Recommendations by the nomination committee are subject to the board’s final approval. When considering candidates, the nomination committee and board will consider, among other things, skills, qualifications, existing directorships, fit and proper assessments and diversity. Eligible candidates and current directors are not permitted to hold more than four active directorships on companies (including the MultiChoice Group) listed on any local or foreign regulated exchange, such as the JSE. 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. Further, in terms of the appointment and board diversity policy, in considering the board’s composition, cognisance is taken of the gender and racial mix to represent the demographics of the markets where we operate and to promote racial and gender diversity at board level.
Gender diversity is also a focus area for our employee group as a whole. Read more about our initiatives in this regard in the remuneration report
As provided for in the company’s MOI and the board charter, the audit, nomination, remuneration, risk, and social and ethics committees support and assist the board. These committees have clear mandates and oversight responsibilities for various aspects of the business.
The responsibilities delegated to each committee are formally documented in their terms of reference, which were approved by the board and are reviewed at least annually. All committees have clear roles and responsibilities as outlined in their committee charters.
The board, through the nomination committee, assesses the composition of committees, considering the allocation of roles, associated responsibilities and the composition of membership across committees holistically, to achieve the following:
The board delegates authority to established board committees, as indicated below:
