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MultiChoice South Africa Holdings Proprietary Limited
Integrated annual report 2018
Corporate governance review
(continued)
MultiChoice has the following committees:
Remuneration and equity committee
The remuneration and equity committee’s
primary roles and responsibilities are to:
h
determine and approve general remuneration
policy to be approved by shareholders by
way of a non-binding advisory vote
h
review annually the remuneration of
independent non-executive directors.
h
review and approve the basic structure of
the compensation
h
review and recommend to the board of
directors of MultiChoice the share incentive
plans to be established for the companies,
and appoint the trustees and administrators
of the group share schemes
h
review annually the group’s code of business
ethics and conduct
h
consider and recommend selection of
directors to the board
h
review annually the structure, size and
composition of the board
h
approve the role and responsibilities of the
chair and the lead independent director
h
review the allocation of roles and associated
responsibilities, composition and effectiveness
of committees of the board collectively, and
make recommendations to the board with
regard to the effective collaboration through
cross membership of committees, and
h
determine for approval by the board the
policy for diversity at board level; restrictions
on the number of external company boards
on which a director may serve; the service
period of directors; retirement and succession
in respect of directors, and a policy governing
the seeking of independent professional
advice by individual board members.
Audit committee
The audit committee’s primary roles and
responsibilities are to:
h
execute the committee’s statutory obligations
in terms of the South African Companies Act
h
review the regular internal reports to
management prepared by the Naspers
internal auditing department and
management’s response
h
review and approve for presentation to and
approval by the board the integrated annual
report, including the annual financial
statements, interim and provisional reports,
and any other company press releases with
material financial or internal control impacts
h
disclose in the integrated report significant
matters that the committee has considered in
relation to the annual financial statements, and
how these were addressed by the committee
h
review the documented assessment of the
viability of the companies and the group on
a going-concern basis
h
receive and review the external auditors’
reports directly from the external auditors.
h
oversee the management of financial and
other risks that affect the integrity of external
reports
h
evaluate the effectiveness of internal financial
controls and disclose the committee’s views
on the effectiveness of the design and
implementation of internal financial controls,
and on the nature and extent of any
significant weaknesses in the design,
implementation or execution or internal
financial controls that resulted in material
financial loss, fraud, corruption or error. Such
views must be reported to the board and in
the integrated annual report
Our board
(continued)