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Our approach to governance

The MultiChoice Group is committed to the highest standards of corporate governance, ethics and integrity, which we believe support our ability to create value for all stakeholders. We continue entrenching the principles of sound corporate governance throughout our multinational organisation, applying appropriate ethics and standards in the conduct of our business affairs. The board understands and accepts its responsibility to safeguard and represent the interests of the group's stakeholders to create a successful and sustainable business that delivers on the group's strategic objectives.

Our group governance framework

The board is the custodian of the group's corporate governance. The board and its committees, as well as the boards and committees of its subsidiaries, are responsible for ensuring the appropriate principles and practices of King IV are applied and embedded in the governance practices of group companies.

A disciplined reporting structure ensures the board is fully apprised of subsidiary activities, risks and opportunities. All controlled entities in the group are expected to demonstrate good governance as set out in King IV, taking into account proportionality as a one‐size‐fits‐all approach cannot be followed when implementing governance practices. This means that the practices needed to demonstrate the group's governance in terms of King IV are applied across the group as appropriate for the relevant subsidiary because the companies in the group are diverse and at different stages of maturity. While good governance principles apply to all types and sizes of organisations, the practices implemented by each to achieve the principles are tailored to each unique entity. Practices are implemented as appropriate to give effect to overarching good governance principles. As part of the internal annual CEO/CFO sign‐off process, businesses across the group are required to confirm that they have aligned their policies to the MultiChoice Group policies, which set out the minimum standards across all jurisdictions.

Business and governance structures have clear approval frameworks that are annually reviewed and aligned to the group levels of authority approved by the board. The board is satisfied that the delegation of authority framework contributes to role clarity and the effective exercise of authority and responsibilities. In relation to assessing corporate governance services, the MultiChoice Group has an internal company secretariat function, and conducts an annual assessment of the company secretary's performance, qualifications and skills.

Our King IV journey

The board recognises the link between effective governance, sustainable performance and creating long-term value for all its stakeholders. The board is committed to the principles of transparency, integrity, fairness and accountability, and recognises the need to implement good corporate governance principles. The board applies the principles of King IV, which form the cornerstone of our approach to governance.

We support the overarching goals of King IV, being:

In accordance with the JSE Listings Requirements, the MultiChoice Group is required to report on its application of King IV principles and recommended practices. Each year, the MultiChoice Group carries out a thorough review in this regard, noting whether each principle and practice is applied and explaining how this is done. The board, to the best of its knowledge, believes the group satisfactorily applied King IV in FY23, having applied all principles and adopting all relevant recommended practices.

The group continues to develop its governance policies, practices and procedures in line with an integrated governance, risk and compliance framework. The group continues entrenching and enhancing its understanding and application of the practices and principles of King IV.

More online

For further details, see the King IV application report on our website

www.investors.multichoice.com/integrated-annual-reports

We have a unitary board, which oversees and controls the group.

Board

The MultiChoice Group has a unitary board, which oversees and controls the group. The board charter sets out the board's responsibilities, providing for delegation of authority and enabling the board to retain effective control. The board delegates its authority through clearly defined mandates to established board committees and to the CEO. The majority of board members are non-executive directors, independent of management.

To ensure no single individual has unfettered powers of decision-making and authority, the roles of the chair, lead independent director and CEO are separate and well defined in the board charter.

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 its implementation. Its role, responsibilities, membership requirements and procedural conduct are documented and 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.

For our board's detailed profiles, see Our board of directors.

Board meeting attendance and appointment details

  Name Designation Initial appointment date Attendance  
   Imtiaz Patel Non-executive director and chairperson 6 December 2018 6/6  
   Calvo Mawela Executive director 6 December 2018 6/6  
   Tim Jacobs Executive director 6 December 2018 6/6  
   James du Preez Independent non-executive director 1 April 2021 6/6  
   Elias Masilela Independent non-executive director 6 December 2018 6/6  
   Adv Kgomotso Moroka Independent non-executive director 6 December 2018 6/6  
   Christine Sabwa Independent non-executive director 5 May 2019 5/6  
   Dr Fatai Sanusi Independent non-executive director 5 July 2019 6/6  
   Louisa Stephens Independent non-executive director 6 December 2018 6/6  
   Jim Volkwyn Lead independent non-executive director 6 December 2018 6/6  

There have been no director changes during FY23. Christine Sabwa did not attend a special board meeting called at short notice in March 2023 due to prior commitments which could not be rescheduled.

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 group's MOI, applicable legislative and regulatory requirements, and King IV. 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 10 directors - two executive directors (CEO and CFO) and eight non-executive directors, seven of whom were considered independent. Non-executive members of the board are categorised by the board as independent if there is no interest, position, association or relationship which is likely to influence unduly or cause bias in decision-making and which is not in the group's best interests. The board considers the aforesaid and other indicators holistically and on a substance-over-form basis when assessing the independence of a board member for purposes of categorisation.

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. 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 group'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 nomination committee reviews the board's composition (including board member rotation) annually in accordance with the board charter and the board diversity policy. The nomination committee makes recommendations to the board. The board and committee compositions are considered holistically, taking into account all aspects of diversity (including gender, age, culture and race) in terms of the board diversity policy, and capitalising on differences in the skills, geographical and industry experience of its members. The board's commitment to promote diversity is demonstrated by the fact that 80% of the board committee chairs are women and the majority of chairs, including the board chair, are considered diversity candidates.

The nomination committee assists the board with identifying and selecting new directors. Recommendations by the nomination committee are subject to the board's final approval. When considering candidates, the nomination committee and board will consider, among other things, skills, qualifications, existing directorships, fit and proper assessments and diversity. Eligible candidates and current directors are not permitted to hold more than four active directorships on companies (including the MultiChoice Group) listed on any local or foreign regulated exchange, such as the JSE. All board appointments are made on merit, in the context of the skills, experience, independence and knowledge the board as a whole requires to be effective. Further, in terms of the appointment and board diversity policy, in considering the board's composition, cognisance is taken of the gender and racial mix to represent the demographics of the markets where we operate and to promote racial and gender diversity at board level.

During FY23 the board, through its nomination committee commenced a process to appoint:

  • An additional independent non-executive female director to replace the late Dr Jabu Mabuza as a non-executive director ideally with technology-based or video entertainment industry experience.
  • An additional independent non-executive director with global technology-based, digital or video entertainment industry experience, to replace the retired Mr Nolo Letele.

After an extensive search and nomination process the board is nominating Deborah Klein and Andrea Zappia, both of whom are seasoned global video entertainment industry executives, to shareholders for election as directors with effect from 1 September 2023.

Board demographics

Independence

Age

Board racial diversity

Board gender diversity

Board geographic diversity

Gender diversity is also a focus area for our employee group as a whole. Read more about our initiatives in this regard on Value created for our employees

Performance and future focus

The board's focus during FY23 was on executive management's short-term operational execution, the group's long-term strategic direction and appropriate capital allocation to support both.

The board, and/or its established committees, considers management's operational execution in relation to the group's strategy and budget, operational focus areas, capital allocation, the operating environment, global developments, technology modernisation and enterprise-wide risk management, regulatory, legislative, information and technology (I&T) governance, internal audit, stakeholder, social and governance matters at every quarterly meeting.

The board is satisfied it fulfilled its responsibilities in accordance with its charter for the year under review.

Key matters dealt with by the board or established board committees during FY23
1Q
FY23
  • Strategic objectives review
  • Board and committee effectiveness and director performance
  • Director rotation and nomination
  • Annual financial statements, results announcements and integrated annual report
  • Going concern status, capital allocation and solvency and liquidity
  • Strategy
  • Corporate projects
  • Business performance
  • Macro economic environment
  • STI and LTI objective approvals and/ or reviews
  • Trading and share price performance
  • Shareholder engagements and interactions
  • Treasury, funding and/or liquidity risks
2Q
FY23
  • Shareholder engagements
  • Annual general meeting
  • Risk registers and heat maps
  • Strategy
  • Corporate projects
  • Business performance
  • Macro economic environment
  • Treasury, funding and/or liquidity risks
3Q
FY23
  • Strategic objectives review
  • Capital allocation
  • Half year results
  • Strategy
  • Corporate projects
  • Business performance
  • Macro economic environment
  • Remuneration structures and LTI plans
  • Treasury, funding and/or liquidity risks

Looking ahead, the board will continue to focus on:

  • Providing input in relation to strategic direction and oversight of capital allocation
  • Monitoring management implementation and progress of strategic objectives
  • Stakeholder engagement, relationships and activities, and business impacts
  • Monitoring ethical conduct
  • Assessing the impact of challenging macro-economic factors on the group and management's actions to mitigate these impacts
4Q
FY23
  • Strategic objectives review
  • ESG and remuneration engagements and enhancement
  • Review and approval of the group’s strategy and budget
  • Board and committee compositions (including board vacancies) and director independence assessments
  • King IV and governance policy, process and control reviews
  • Risk registers and heat maps
  • Combined assurance, risk management and internal audit plans
  • Strategy
  • Corporate projects
  • Business performance
  • Macro economic environment
  • Remuneration structures and LTI plans
  • Treasury, funding and/or liquidity risks