Board committees

As provided for in the company’s MOI 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 responsibility for various aspects of the business.

The responsibilities delegated to each committee are formally documented in the terms of reference for that committee, 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 in the following diagram:

AUDIT COMMITTEE

Membership and meeting attendance
Louisa Stephens(1) (chair) 5/5
Steve Pacak(1) 5/5
Donald Eriksson(2) 5/5
Elias Masilela(3) 0/0
Christine Sabwa 4/4(4)
Roles and responsibilities

During FY20, the audit committee was chaired by Steve Pacak until 3 April 2020 when Louisa Stephens assumed the chair. Elias Masilela was appointed to the committee on 3 April 2020. All members are independent non-executive directors. This committee meets at least three times a year and, when necessary, convenes when a special meeting is requested by the external auditor.

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, 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

The audit committee confirms it received and considered sufficient and relevant information to fulfil its duties.


Focus areas
For more detailed information on the committee’s attendees, focus areas and future plans, please refer to the group’s audit committee report on pages 3 to 8 of the annual financial statements.
(1) Steve Pacak resigned as member and chair of the committee with effect from 3 April 2020. Louisa Stephens was appointed as chair of the committee on the same date.
(2) Donald Eriksson retired from the committee in June 2020.
(3) Elias Masilela was appointed to the committee with effect from 3 April 2020.
(4) Christine Sabwa was appointed as a member of the committee with effect from end-June 2019.

NOMINATION COMMITTEE

Membership and meeting attendance
Adv Kgomotso Moroka (chair) 4/4
Louisa Stephens 4/4
Jim Volkwyn 4/4
Jabu Mabuza(1) 1/1
Roles and responsibilities

The nomination committee is chaired by Adv Kgomotso Moroka, an independent non-executive director. Other members include Louisa Stephens, an independent non-executive director, Jim Volkwyn, a non-executive director, and Jabu Mabuza, an independent non-executive director and, from 3 April, the group’s lead independent director. Imtiaz Patel (chair of the board) attends by invitation. The nomination committee meets at least twice a year, prior to scheduled meetings of the board.

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 then recommended to the board for appointment in terms of the company’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

The nomination committee confirms it received and considered sufficient and relevant information to fulfil its duties.


Focus areas for the year
  • The composition of the boards of both MultiChoice Group and MultiChoice South Africa, considering skills, diversity and appointment processes
  • Director independence
  • Group policies relating to diversity, appointment and induction processes, director retirement and succession, and board restrictions
  • Assessment of performance against the committee charter to evaluate whether the committee carried out its duties during the reporting period
Future focus areas

The committee will focus on enhancing the board’s effectiveness and skills capabilities, and will conduct skills assessments and performance evaluations of the group’s directors in the next financial year. Longer term, the committee will explore and assess diversity targets for the group at board level.

(1) Jabu Mabuza was appointed to the committee with effect from 12 November 2019.

REMUNERATION COMMITTEE

Membership and meeting attendance
Jabu Mabuza((1) (1) (chair) 1/1
Adv Kgomotso Moroka(2) 5/5
Steve Pacak(3) 5/5
Jim Volkwyn 5/5
Roles and responsibilities

During FY20, the remuneration committee was chaired by Adv Kgomotso Moroka, an independent non-executive director. From 3 April 2020, the committee was chaired by Jabu Mabuza, an independent non-executive director appointed to the committee on 12 November 2019. Imtiaz Patel (chair of the board), the CEO and chief peoples officer attend by invitation. The committee meets at least biannually, prior to scheduled meetings of the board.

The remuneration committee’s responsibilities include:

  • Independently reviewing and monitoring the integrity of the group’s remuneration policies and implementation thereof
  • Ensuring the company 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, for a period of two years from the date of the AGM where the remuneration is approved or until such time as non-executive directors’ remuneration is amended by way of special resolution of shareholders, whichever comes first

The remuneration committee confirms it received and considered sufficient and relevant information to fulfil its duties.


Focus areas
For more detailed information on the group’s approach to remuneration, along with our focus areas for FY20 and future focus areas, please refer to the group’s remuneration report on pages 146 to 169.
(1) Jabu Mabuza was appointed to the committee with effect from 12 November 2019.
(2) Adv Kgomotso Moroka stepped down as chair of the committee with effect from 3 April 2020. Jabu Mabuza was appointed as chair of the committee on the same day.
(3) Steve Pacak retired as a member of the committee in April 2020.

RISK COMMITTEE

Membership and meeting attendance
Louisa Stephens(1) (chair) 4/4
Steve Pacak(1) 4/4
Donald Eriksson(2) 4/4
Imtiaz Patel 4/4
Calvo Mawela 4/4
Tim Jacobs 4/4
Elias Masilela(2) 0/0
Christine Sabwa(4) 3/3
Roles and responsibilities

During FY20, the risk committee was chaired by Steve Pacak, an independent non-executive director. From 3 April 2020, the committee was chaired by Louisa Stephens. Other members include Imtiaz Patel, Calvo Mawela, Tim Jacobs and Elias Masilela. Regular attendees include business segment risk managers, the head of internal audit, group general counsel and the head of regulatory. The risk committee meets at least biannually, prior to scheduled meetings of the board, and is 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 the calculation of risk exposures
  • Monitoring and reviewing the regulatory compliance processes and procedures

The risk committee confirms it received and considered sufficient and relevant information to fulfil its duties.


Focus areas for the year
  • Discharging its functions in terms of its charter
  • Overseeing insurance programmes to mitigate the risk of sudden losses caused by insurable risks
  • Assessing the principles of King IV, and revising the group’s processes and policies to ensure implementation thereof
  • Evaluating tax provisions, contingencies and risks
  • Assessing legal compliance, treasury and regulatory risks
  • Key business projects such as the Phuthuma Nathi share exchange offer
Future focus areas

Looking ahead, the committee will continue focusing on its entrepreneurial approach to managing risks that are not easily quantifiable, including the group’s approach to risk tolerance and appetite. Strengthening the business I&T systems, structures and processes and monitoring the impacts of COVID-19 on the business will also be key focus areas in the year ahead.

(1) Steve Pacak stepped down as chair of the committee with effect from 3 April 2020. Louisa Stephens was appointed as chair of the committee on the same day.
(2) Elias Masilela was appointed to the committee on 3 April 2020.
(3) Donald Eriksson will retire from the committee in June 2020.
(4) Christine Sabwa was appointed as a member of the committee with effect from end-June 2019.

SOCIAL AND ETHICS COMMITTEE

Membership and meeting attendance
Christine Sabwa(1) (new chair) 0/0
Adv Kgomotso Moroka(1)(previous chair) 4/4
Steve Pacak(2) 4/4
Nolo Letele(3) 2/4
Calvo Mawela 4/4
Tim Jacobs 4/4
Dr Fatai Sanusi(4) 0/0
Roles and responsibilities

During FY20, the social and ethics committee was chaired by Adv Kgomotso Moroka, an independent non-executive director. From 3 April 2020, the committee was chaired by Christine Sabwa, an independent non-executive director. Other members include Nolo Letele, Calvo Mawela, Tim Jacobs and Dr Fatai Sanusi. Imtiaz Patel (chair of the board) attends by invitation. This committee meets at least biannually, prior to scheduled meetings of the board.

The primary purpose of the social and ethics committee 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 human resources.

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

The social and ethics committee confirms it received and considered sufficient and relevant information to fulfil its duties.


(1) Adv Kgomotso Moroka stepped down as chair of the committee with effect from 3 April 2020. Christine Sabwa was appointed as member and chair of the committee on the same day.
(2) Steve Pacak retired as a member of the committee in April 2020.
(3) Nolo Letele sent his apologies for two of the committee’s meetings.
(4) Dr Fatai Sanusi was appointed to the committee on 13 November 2019.
Focus areas
For more information, refer to our full social and ethics report available online at https://www.multichoice.com/investors/governance/.
Information on our approach to corporate citizenship is included on pages 126 and 127.