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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.

No director has served as a director of the MultiChoice Group for longer than nine years.

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.

Board committees

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.

Audit committee

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

The committee’s roles and responsibilities include, among other matters:

  • 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, non-audit services from auditors and compliance
  • 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, Jabu Mabuza and Imtiaz Patel.

The committee’s roles and responsibilities include, 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’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 Jabu Mabuza (committee chair), Adv. Kgomotso Moroka SC and Jim Volkwyn.

The committee’s roles and responsibilities include, among other matters:

  • 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), Christine Sabwa, Elias Masilela, James du Preez, Imtiaz Patel, Calvo Mawela and Tim Jacobs. Regular attendees include business segment risk managers, the head of internal audit, group general counsel and the head of regulatory.

The committee’s roles and responsibilities include, among other matters:

  • Independently reviewing management’s recommendations on risk management
  • 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, Nolo Letele, Dr Fatai Sanusi, Calvo Mawela, Tim Jacobs.

The committee’s roles and responsibilities include, among other matters:

  • 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
  • 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
  • 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

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