Ensuring effective control
The board is the focal point and custodian of corporate governance within the group. To this end, the board ensures corporate governance and good practice are inherent in the fulfilment of its responsibilities.
The board charter sets out its roles and responsibilities. The board holds its directors accountable for their integrity, competence, responsibility, fairness and transparency.
Succession planning and performance
The board is satisfied the company is appropriately resourced and its delegation to management contributes to an effective arrangement by which authority and responsibilities are exercised. The board approves the appointment of the CEO and CFO. The remuneration committee is required to consider the performance of the CEO and CFO annually against agreed performance incentive objectives. The audit committee is required to consider the performance of the CFO and the finance function and will report thereon in its report included in the annual financial statements.
Succession plans for the CEO and senior executives are in place and are reviewed annually by the nomination committee.
The board determines and approves, from time to time, the levels of authority for the CEO and the various members of senior management. The audit and risk committees monitor compliance with these predetermined levels of authority. The risk management function supports the audit and risk committees by monitoring and reporting any material non-compliances to the committees. The board meets as often as required, but at least four times annually.
Executive chair, lead independent director and CEO
The board is of the view that appointing an executive chair, Imtiaz Patel, is appropriate for the company under the circumstances because he has valuable group, industry and regulatory intellectual capital to contribute to the future development and progression of the business. Imtiaz will step down as executive chair on conclusion of his contract in September 2020. He will continue serving as the board's non-executive chair, but he will no longer be involved in the group's day-to-day management and will not be entitled to any remuneration contingent on the company's performance.
During FY20, Steve Pacak acted as lead independent director in all matters where an actual or perceived conflict could exist and where it would be inappropriate for the chair to deal with the matter concerned. The board satisfied itself that Steve acted with independence of mind and judgement and there was no interest, position, association or relationship likely to unduly influence or cause bias in decision-making in the company's best interests. The board made this determination as to Steve's independence considering several factors, including Steve's historical relationship with the Naspers group (and his interest in Naspers) and his directorship of MultiChoice South Africa. Bearing these factors in mind, the board determined Steve was best placed to fulfil the role as lead independent director given his significant experience in governance within the environment the group operates in. Jabu Mabuza was appointed as lead independent director with effect from 3 April 2020.
The CEO, Calvo Mawela, is responsible for leading the implementation and execution of the approved strategy, policy and operational planning of the group, and ensuring the group's day-to-day affairs are appropriately supervised and controlled.
Information relevant to a meeting is supplied on a timely basis to the board, ensuring directors can make informed decisions. To ensure directors can competently discharge their duties and effectively carry out their delegated responsibilities as committee members, they have access to information relating to matters associated with the MultiChoice Group, which is governed by an approved policy. The committees have unrestricted access to information that will allow them to act in accordance with its charter, with the process conducted in an orderly manner via the chair of the board.
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. All directors are required to declare personal interests on an annual basis. Declaration of directors' interests is a standing agenda point on the board's agenda. Directors who believe there may be a conflict of interest on a matter must advise the company secretary and are recused from the decision-making process. The Companies Act process is applied in this regard. Directors are required to adhere to the group's policy on trading in securities of the company. The trading in securities policy is aligned to the Financial Markets Act and JSE Listings Requirements.