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MultiChoice South Africa Holdings Proprietary Limited
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Integrated annual report 2017
CORPORATE GOVERNANCE REVIEW
(CONTINUED)
OUR BOARD
COMPOSITION
Details of directors at 31 March 2017 are on
pages 61 to 63.MultiChoice has a unitary
board that ful ls oversight and control functions.
The board charter shows a clear division of
responsibilities. The majority of board members
are non-executive directors. To ensure no one
individual has unfettered powers of decision-
making and authority, the roles of chair and
chief executive are separate.
At 31 March 2017 the board comprised four
independent non-executive directors, four
non-executive directors and two executive
directors. Six directors (60%) were from
previously disadvantaged groups and three
(30%) were female.
THE CHAIR
The chair, Nolo Letele, is an executive director.
Khulu Sibiya, an independent non-executive
director, ful ls the role of lead independent
director in all matters not dealt with by the
executive chair, including managing potential
con icts of interest.
THE CHIEF EXECUTIVE
The chief executive reports to the board. He is
responsible for the day-to-day business of the
group, and implementing policies and strategies
approved by the board. Board authority
conferred on management is delegated through
the chief executive, in line with approved
authority levels.
Due to his increased responsibilities as chief
executive of the Naspers video-entertainment
segment, Imtiaz Patel stepped down as acting
group chief executive and a director of
MultiChoice South Africa Holdings on
22 March 2017. As an interim arrangement, the
MultiChoice South Africa Holdings executive
chair, Nolo Letele, assumed the duties of the
South African group chief executive in addition
to his executive chair duties. In line with internal
governance requirements, the lead independent
director on the MultiChoice South Africa
Holdings board steps in, in this instance.
ORIENTATION AND DEVELOPMENT
An induction programme for new members of
the board and key committees is speci cally
tailored to the needs of individuals. The
company secretary assists the chair with the
induction and orientation of directors, and
arranges speci c training if required.
CONFLICTS OF INTEREST
Potential conflicts are appropriately managed to
ensure that candidates and existing directors
have no con icting interests between their
obligations to the company and their personal
interests. Any interest in contracts with the
company must be formally disclosed and
documented. Directors and employees must
also adhere to a policy on trading securities
of MultiChoice’s ultimate holding company,
Naspers Limited.
INDEPENDENT ADVICE
Individual directors may, after consulting with
the chair or chief executive, seek independent
professional advice at the expense of the
company, on any matter connected with
discharging their responsibilities as directors.