INTEGRATED ANNUAL REPORT FOR MULTICHOICE SOUTH AFRICA HOLDINGS (PTY) LTD AND PHUTHUMA NATHI INVESTMENTS (RF) LTD

GOVERNANCE AND ACCOUNTABILITY Our board Composition MultiChoice has a unitary board that fulfils oversight and control functions. The board charter shows a clear division of responsibilities. As required by King IV 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 the chair and chief executive are separate. At 31 March 2019, the board comprised nine non-executive directors, and three executive directors. Of the nine non-executive directors, three are categorised as independent when considering the independence assessment indicators set out in King IV. Four of the non-executives have dual memberships on the MultiChoice Group Limited (MultiChoice Group) board and are thus non-independent at a MultiChoice South Africa level even though considered independent at a MultiChoice Group level. The board is of the view that the aforesaid does not in itself remove the board’s ability to make unbiased independent judgements in the best interests of MultiChoice South Africa. During FY2019, Imtiaz Patel stepped down as CEO and is currently serving as executive chair of MultiChoice Group. Calvo Mawela was appointed CEO on 1 November 2018. Uvashni Raman, who served as CFO for MultiChoice South Africa since 2016, resigned and Tim Jacobs was appointed CFO on 1 November 2018. Louisa Stephens and Octavia Matloa were appointed as independent non-executive directors on 6 August 2018. As a result of the unbundling, Bob van Dijk resigned from the board with effect from 2 January 2019. Octavia Matloa’s appointment terminated on 8 July 2019. Jabulane Albert (Jabu) Mabuza was appointed by the board as a director with effect from 5 July 2019. How the board adds value w w steer and provide strategic direction to the group and monitor management’s implementation and progress towards strategic objectives w w monitor ethical conduct across the group w w monitor key compliance with applicable laws and adopted codes and standards w w set appropriate risk appetite thresholds and monitoring key risks and mitigation plans w w ensure fair and responsible remuneration processes and policies are implemented w w monitor stakeholder engagement and relationships, and w w the board is assisted by its committees in fulfilling its duties. The chair of the board The chair, Nolo Letele, is an executive director. The chair is not a member or chair of a board committee but attends committee meetings by invitation when required. Khulu Sibiya, an independent non-executive director, serves as lead independent director in all matters not dealt with by the executive chair, including: w w managing potential conflicts of interest w w leading in the absence of the chair w w serving as a sounding board for the chair, and w w acting as an intermediary between the chair and other members if necessary, and strengthening independence on the board. The chief executive Board authority conferred on management is delegated through the chief executive, in line with approved authority levels. CORPORATE GOVERNANCE REVIEW 62  MultiChoice South Africa Holdings Proprietary Limited integrated annual report 2019