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

GOVERNANCE AND ACCOUNTABILITY Other committees MultiChoice South Africa does not have a nomination committee or a social and ethics committee. During FY2019 the role and responsibilities of the nominations committee were during FY2019 fulfilled by the remuneration committee. In April 2019 the board determined that the roles and responsibilities of a nominations committee would be delegated to the MultiChoice Group Limited nomination committee. In terms of the Companies Act, MultiChoice South Africa is exempted from establishing a social and ethics committee as it is a subsidiary of MultiChoice Group Limited, which has a social and ethics committee that deals with the responsibilities of a social and ethics committee on behalf of MultiChoice South Africa and other MultiChoice Group Limited subsidiaries. Evaluation The remuneration committee evaluates the performance of the board and its committees as well as that of the chair against mandates in their 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. Evaluations are formal, and in line with King IV independence assessment requirements which are conducted annually at present. Going forward, the formal evaluation will only be done every two years, and every alternate year the board will reflect and discuss performance of the board and its committees, its chair and members as a whole. The chair of the remuneration committee discusses the results of the FY2019 evaluation with each director, and a consolidated summary is discussed by the board. The chair of this 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. No material remediation actions were found to be required. 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. The board is satisfied that the evaluation process is improving its performance and effectiveness. Our approach to governance MultiChoice South Africa is focused on sound corporate governance and effective leadership. The board conducts the group’s business with integrity by applying appropriate corporate governance policies and practices. MultiChoice South Africa is a subsidiary of MultiChoice Group Limited, listed on the JSE Limited’s stock exchange (JSE). As such, MultiChoice South Africa’s governance framework is aligned to MultiChoice Group Limited and guided by the principles set out in King IV. The board’s audit, risk, and remuneration committees fulfil key roles in ensuring good corporate governance in the group. We use independent external advisers to monitor regulatory developments, locally and internationally, to enable management to make recommendations to the board on matters of corporate governance. 67 MultiChoice South Africa Holdings Proprietary Limited integrated annual report 2019