The MultiChoice Group has a unitary board, which provides oversight and control. The board charter sets out the division of responsibilities, providing for delegation of authority and enabling the board to retain effective control. The board delegates authority to established board committees and to the CEO, with clearly defined mandates. The majority of board members are non-executive directors and independent of management. 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.
The board’s responsibilities include providing the group with clear strategic direction, ensuring there is adequate succession planning at senior levels, reviewing operational performance and management and reviewing policies and processes that seek to ensure the integrity of the group’s risk management and internal controls. The board is the focal point and custodian of corporate governance, exercising its leadership and oversight role by annually approving the strategy and the business plan and overseeing implementation. Its role, responsibilities, membership requirements and procedural conduct are documented and are set out in the board charter, which it regularly reviews to guide its effective functioning. In addition, it is the board’s responsibility to ensure compliance with all statutory and regulatory requirements, and in particular the Companies Act and the JSE Listings Requirements.
BOARD MEETING ATTENDANCE AND APPOINTMENT DETAILS
|Name||Designation||Initial appointment date||Attendance|
|Imtiaz Patel||Executive director||6 Dec 18||7/7|
|Calvo Mawela||Executive director||6 Dec 18||7/7|
|Tim Jacobs||Executive director||6 Dec 18||7/7|
|Steve Pacak||Independent non-executive director||6 Dec 18||7/7|
|Jabu Mabuza||Independent non-executive director||5 Jul 19||5/5|
|Louisa Stephens||Independent non-executive director||6 Dec 18||7/7|
|Adv Kgomotso Moroka||Independent non-executive director||6 Dec 18||7/7|
|Elias Masilela||Independent non-executive director||6 Dec 18||7/7|
|Dr Fatai Sanusi||Independent non-executive director||5 Jul 19||5/5|
|Christine Sabwa||Independent non-executive director||5 May 19||6/6|
|Don Eriksson||Independent non-executive director||6 Dec 18||7/7|
|Nolo Letele||Non-executive director||6 Dec 18||5/7(1)|
|Jim Volkwyn||Non-executive director||6 Dec 18||7/7|
|Director changes FY20|
|Steve Pacak||Stepped down as lead independent director with effect from 3 April 2020; stepped off audit and risk committees with effect from 3 April 2020; and will retire as a director with effect from the day following the April 2021 board meeting.|
||Appointed as the audit and risk committees’ chair with effect from 3 April 2020.|
|Jabu Mabuza||Appointed 5 July 2019 as director; appointed as nomination committee and remuneration committee member with effect from 9 November 2019; and appointed as the lead independent non-executive director and remuneration committee chair with effect from 3 April 2020.|
|Elias Masilela||Categorised as an independent non-executive director on 2 April 2020; and appointed as a member of the audit and risk committees from 3 April 2020.|
|Dr Fatai Sanusi||Appointed 5 July 2019 as director; and appointed as social and ethics committee member with effect from 9 November 2019.|
|Christine Sabwa||Appointed 14 May 2019 as director; appointed as audit and risk committees member with effect from end-June 2019; and appointed as social and ethics committee member and chair with effect from 3 April 2020.|
|Don Eriksson||Retired with effect from 11 June 2020.|
BOARD COMPOSITION AND SUCCESSION PLANNING
The group recognises that a balanced board supports value creation. The board, supported by the nomination committee, determines its size and composition subject to the company’s memorandum of incorporation (MOI), applicable legislation and regulatory requirements, and King IV. Directors are elected by shareholders 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. The CEO and CFO (referred to as the financial director by the JSE) are board members. To support the board, where necessary, subject matter experts are available for matters requiring specialised guidance.
As at year-end, the board comprised 13 directors – three executive directors (chair, CEO and CFO) and 10 non-executive directors, eight of whom are independent. No director has served as a director of the MultiChoice Group for longer than nine years. No director has unfettered powers of decision-making.
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 company’s MOI. The mandatory retirement age for non-executive directors is 75, at which time the director shall vacate office at the end of the financial year in which that director turns 75, unless the board, in its discretion, decides otherwise.
The composition of the board (including board member rotation) is reviewed annually, in accordance with the board charter and the board’s diversity policy, by the nomination committee, which makes recommendations to the board. The composition of the board is considered holistically, considering all aspects of diversity (including gender and race) in terms of its diversity policy, and capitalising on differences in the skills, geographical and industry experience of its members.
The nomination committee assists the board to identify and select directors. However, recommendations are subject to final approval by the board. All board appointments are made on merit, in the context of the skills, experience, independence and knowledge, which the board as a whole requires to be effective. Furthermore, in terms of the appointment and board diversity policy, in considering the composition of the board, cognisance is taken of the gender and racial mix to represent the demographics of the markets in which it operates and to promote racial and gender diversity at board level.
PERFORMANCE AND FUTURE FOCUS
The board’s focus during FY20 was on the group’s short and long-term strategy. The board is satisfied it fulfilled its responsibilities in accordance with its charter for the year under review.
Looking ahead, the board’s focus will be on:
- Providing strategic direction
- Monitoring management implementation and progress of strategic objectives
- Stakeholder engagement, relationships and activities and business impacts
- Monitoring ethical conduct
- Assessing the impact of the COVID-19 pandemic on the group and management’s actions to mitigate these impacts