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MultiChoice South Africa Holdings Proprietary Limited
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Integrated annual report 2017
59
v
CORPORATE GOVERNANCE REVIEW
(CONTINUED)
OUR BOARD
BOARD MEETINGS AND ATTENDANCE
The board meets at least four times a year and
when speci c circumstances require. Non-
executive directors meet at least once annually
without the chief executive, chief nancial of cer
and chair present, to discuss the performance of
these individuals. Details of attendance at board
and committee meetings are provided on
page 64.EVALUATION
The remuneration and equity committee
conducts an annual evaluation process.
The performance of the board and its
committees, as well as the chair, is appraised
against mandates in their respective charters.
Committees perform self-evaluations against
their charters for consideration by the board.
In addition, the performance of each director
is evaluated by other board members using
a questionnaire.
The chair of the remuneration and equity
committee discusses the results of the
evaluation with each director. A consolidated
summary of the evaluation is discussed by the
board. The chair of the remuneration and equity
committee leads the discussion on the
performance of the chair of the board.
The annual board-effectiveness evaluation
process showed that the board and its
committees had functioned well and discharged
their duties in line with their mandates. In
addition, the independence of each director was
evaluated. The board determined that although
some directors had served as members for nine
years or longer, they all demonstrated that they
were independent in character and judgement
and there were no relationships or
circumstances that were likely to affect
their independence.
BOARD COMMITTEES
While the board remains accountable for the
performance and affairs of the company, it
delegates certain functions to board committees
and management to assist in discharging its
duties. Appropriate structures for these
delegations are in place, accompanied by
monitoring and reporting systems.
Each committee acts within agreed, written
charters. The chairs of each committee, all
independent non-executive directors, report at
each scheduled board meeting. The chair of
each committee is required to attend the annual
general meeting (AGM) to answer shareholders’
questions. The board is satis ed that the
committees properly discharged their
responsibilities over the past year.
INTERNAL CONTROL SYSTEMS
MultiChoice has mature systems of internal
controls based on policies and guidelines. As
part of overall risk management, internal control
measures aim to prevent signi cant risks from
materialising and to detect these expediently
if they arise to mitigate potential adverse
consequences. Internal audit reviews systems
of internal control and reports identi ed
concerns to management and the audit and
risk committees. The external auditor considers
elements of internal control systems as they
relate to nancial reporting as part of its audit
and communicates de ciencies where identi ed.
The possibility of human error or deliberately
bypassing control measures always exists. The
group’s system of internal controls is designed to
provide reasonable assurance on the integrity and
reliability of internal controls; to safeguard, verify
and maintain accountability of its assets; and to
detect fraud, potential liability, loss and material
misstatement while complying with regulations.