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

GOVERNANCE AND ACCOUNTABILITY Orientation and development An induction programme for new members of the board and key committees is specifically tailored to the needs of individuals. The company secretary assists the chair with the induction and orientation of directors and arranges specific training if required. Conflicts of interest Potential conflicts are appropriately managed to ensure candidates and existing directors have no conflicting 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 South Africa’s holding company, MultiChoice Group 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. 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. The board is satisfied that the structures and frameworks in place contribute to promote clarity and the effective exercise of authority and responsibilities by committees and management. Each committee acts within formal, approved charters. The chairs of each committee, all 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 satisfied that the committees properly discharged their responsibilities over the past year. MultiChoice South Africa has the following committees: Remuneration committee (Formerly known as the remuneration and equity committee.) The remuneration committee’s primary role and responsibility is to: w w determine and approve general remuneration policy to be approved by shareholders by way of a non-binding advisory vote w w review annually the remuneration of independent non-executive directors w w review and approve the basic structure of the compensation w w review and recommend to the board of directors of MultiChoice South Africa the share incentive plans to be established for the companies, and appoint the trustees and administrators of the group share schemes w w review annually the group’s code of business ethics and conduct w w consider and recommend selection of directors to the board w w review annually the structure, size and composition of the board, and w w approve the role and responsibilities of the chair and the lead independent director. CORPORATE GOVERNANCE REVIEW continued 64  MultiChoice South Africa Holdings Proprietary Limited integrated annual report 2019