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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 10 directors – two executive directors (CEO and CFO) and eight non-executive directors, seven of whom are considered 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 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.

No director has served as a director of the MultiChoice Group for longer than nine years. No director has unfettered powers of decision-making.

Board demographics as at 31 March 2022

Board gender diversity

Independence

Age

Board racial diversity

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 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 80% of the board committee chairs are women 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

Board committees

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 delegates authority to established board committees, as indicated below:

Audit committee

Current members are Louisa Stephen’s (committee chair), Elias Masilela, Christine Sabwe, and James du Preez.

The committee’s responsibilities are as follows:

  • Monitoring and reviewing the adequacy and effectiveness of accounting policies, financial and other internal control systems and financial reporting processes
  • Providing independent oversight of the group’s combined assurance functions, including reviews of the independence and effectiveness of external audit, internal audit, approving non-audit services from auditors and compliance with the non-audit service policy
  • Assessing compliance with applicable legal, regulatory and accounting standards and policies in the preparation of fairly presented financial statements and external reports

Nomination committee

Current members are Adv Kgomotso Moroka (committee chair), Louisa Stephens, Jim Volkwyn and Imtiaz Patel.

The committee is responsible for, among other matters:

  • Identifying individuals qualified to be elected as members of the board and board committees and the executive team. These individuals are recommended to the board for appointment in terms of MultiChoice Group’s MOI, and the appointment and board diversity policy. The committee is also responsible for establishing procedures to ensure the transparent selection of individuals for recommendation
  • Reviewing the structure, size and composition of the board and its committees and making recommendations to the board regarding necessary adjustments to ensure the required mix of skills, experience, other qualities and diversity in maintaining the effectiveness of those bodies and compliance with applicable laws and regulations.

Remuneration committee

Current members are Jim Volkwyn (committee chair), Adv. Kgomotso Moroka SC and James du Preez.

The remuneration committee’s responsibilities include:

  • Independently reviewing and monitoring the integrity of the group’s remuneration policies and implementation thereof
  • Ensuring MultiChoice remunerates fairly, responsibly and transparently
  • Ensuring compliance with the statutory duties of the committee as contained in relevant legislation
  • Annually reviewing and making recommendations to the board on the remuneration of non-executive directors, for approval by the shareholders (such approval is effective for a period of two years from the date of the AGM when remuneration is approved or until such time as non-executive directors’ remuneration is amended by way of a special resolution of shareholders, whichever comes first)

Risk committee

Current members are Louisa Stephens (committee chair), Imtiaz Patel, Calvo Mawela, Tim Jacobs, Elias Masilela, Christine Sabwa and James du Preez.

Regular attendees include business segment risk managers, the head of internal audit, group general counsel and the head of regulatory. The risk committee was established to independently review management’s recommendations on risk management.

The risk committee’s functions include:

  • Monitoring and providing recommendations to the board on the group’s risk management including the systems, processes, methodologies and tools of risk governance and risk management, and annual operating plans for overall risk management and forensics
  • Reviewing, approving and recommending risk measurement methodologies to the board, including methodologies used to identify, assess, measure, monitor and report on risks, including methods used for calculating risk exposures
  • Monitoring and reviewing the regulatory compliance processes and procedures

Social and ethics committee

Current members are Christine Sabwa (committee chair) Adv. Kgomotso Moroka SC, Calvo Mawela, Tim Jacobs and Dr Fatai Sanusi.

The social and ethics committee’s primary purpose is to oversee the group’s activities regarding sustainable social and economic development initiatives, including CSI, consumer relationships, labour and employment, the promotion of equality and ethics management. This committee is responsible for ensuring and monitoring compliance with all applicable laws, and relevant codes and standards relating to BBBEE, employment equity, environmental management, health and safety, corporate social responsibility, consumer relationships and HR.

Additional responsibilities of this committee include:

  • Reviewing, at least every second year, the strategies and policies of the group designed to achieve responsible corporate citizenship
  • Reviewing and approving the group code of ethics and the group’s stakeholder management processes
  • Reporting to shareholders as required in terms of the Companies Act

Additional information such as meeting attendance can be found in our integrated annual report.