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MultiChoice South Africa Holdings Proprietary Limited
Integrated annual report 2018
Corporate governance review
(continued)
Our board
(continued)
At 31 March 2018 the board comprised four
independent non-executive directors, four
non-executive directors and two executive
directors. On 8 June 2018 an additional
executive director was appointed, taking
the number of executive directors to three.
Seven directors (64%) are from previously
disadvantaged groups and three (27%) are
female.
The chair of the board
The chair, Nolo Letele, is an executive
director. The chair is not a member or chair of
a board committee, but attends committee
meetings by invitation when required.
Khulu Sibiya, an independent non-executive
director, serves as lead independent director
in all matters not dealt with by the executive
chair, including:
h
managing potential conflicts of interest
h
leading in the absence of the chair
h
serving as a sounding board for the chair
h
acting as an intermediary between the chair
and other members if necessary, and
h
strengthening independence on the board.
The chief executive
From 1 August 2017 until 8 June 2018
Uvashni Raman was delegated the
responsibilities of the chief executive in
addition to her role as chief financial officer.
Board authority conferred on management is
delegated through the chief executive, in line
with approved authority levels.
The chief executive is responsible for the
implementation of strategies and policies
set by the board across the group. With
effect from 8 June 2018 the roles and
responsibilities of the chief executive for
MultiChoice was delegated to Imtiaz Patel,
the Naspers Video Entertainment chief
executive.
Orientation and development
An induction programme for new members of
the board and key committees is specifically
tailored to the needs of individuals. The
company secretary assists the chair with the
induction and orientation of directors, and
arranges specific training if required.
Conflicts of interest
Potential conflicts are appropriately managed
to ensure candidates and existing directors
have no conflicting interests between their
obligations to the company and their personal
interests. Any interest in contracts with the
company must be formally disclosed and
documented. Directors and employees must
also adhere to a policy on trading securities
in MultiChoice’s holding company, Naspers
Limited.
Independent advice
Individual directors may, after consulting with
the chair or chief executive, seek independent
professional advice at the expense of the
company, on any matter connected with
discharging their responsibilities as directors.
Board meetings and attendance
The board meets at least four times a year
and when specific circumstances require.
Details of attendance at board and committee
meetings appear o
n page 76.