SENWES Integrated Report 2020 | Page 112

CORPORATE GOVERNANCE

THE BOARD

MANDATE OF THE BOARD :

Safeguarding value for our stakeholders

� Consider and review the 10-year rolling strategy of the company presented by management and the budgets necessary for the implementation of the approved strategy .

� Ensure proper management of the relationships between the company and all its stakeholders to protect and , where possible , enhance the reputation of the company .

� Monitor the performance of the company against agreed objectives and review the performance of the executive management against defined objectives and other applicable performance standards .

� Continuously monitor the solvency and liquidity of the company .

� Approve and implement formal reservation ( board ) and delegation

. of authority ( CEO and below ) policies .

Further actions to enhance governance outcomes

� Assess King IV and ensure updated requirements have been complied with .

� Ensure that the governing body leads in an ethical and effective manner .

� Continued oversight to ensure that the approved strategy is implemented and appropriately resourced and that risks are identified and mitigating actions put in place .

� Ensure that the board remains independent in discharging its duties .

� Implementation of a fair and responsible remuneration policy .

THE COMPOSITION OF THE BOARD The pursuit of managing the group and the company in accordance with good corporate governance principles in the best interest thereof , continuously applies . During the year under review the board composition changed and three new independent non-executive directors were appointed . The board comprises 14 members as indicated below :

Shareholder Board members

With five independent non-executive directors on the board and an experienced executive team , no single individual can exercise undue influence on the decision-making processes of the board .

Directors are nominated and elected by shareholders and provision has been made for rotation in the form of a staggered rotation programme , in terms of which no board member ’ s term of office may exceed three years . However , directors are appointed , subject to re-election , by the shareholders in accordance with the Companies Act and the MOI .

If a director has served for a period of more than nine years , best practice requires the board to consider whether that director continues to be independent in executing his fiduciary duties . The board , upon recom mendation by the Nomination Committee (“ Nomco ”), has adopted the policy of annually reviewing directors ’ independence if their tenure has reached nine years or more .

Based on the results of the evaluation , the board will consider whether there is evidence of any circumstance and / or relationship that would impair their judgement , to the extent that their independence is compro- mised . The process to evaluate the independence of the two directors appointed to the board in 2009 , was undertaken in August 2019 , prior to the annual general meeting ( AGM ). One of these directors elec ted to retire at the AGM , whilst the other was re-elected once again and the board is satisfied that he remains independent .

The composition and the performance of the board , individual directors and committees are carefully scrutinised by the Nomination Committee . Shareholders are provided with information about directors to enable them to make informed decisions regarding the election of such directors . The reappointment of non-executive directors is not an automatic process and through the Nomco , the board conducts a screening process to ensure that proposed board candidates are “ fit and proper ” to serve as board members . The succession plans for the chairman and vice-chairman have also been approved by this committee .

The board continuously evaluates itself in terms of board composition , diversity , ethics and abilities . During the year under review the board appointed an independent non-executive female director to the board . Upon the recommendation of the Nomco , and as a result of the recent new appointments to the board , the board resolved that the standing bi-annual review of the performance of the board be postponed to 2021 .

The board committees contribute significantly to the effectiveness of the board by ensuring that detailed oversight and reporting take place . The chairmen of the board committees report comprehensively in writing to the board to ensure that the functions of the committees are executed in accordance with the written mandates .

Written mandates and authorities have been put in place by the board for itself in the board charter in terms of which certain powers have been reserved for the board only as the highest decision-making authority , ensuring thereby that the board addresses all its responsibilities .

SENWES INTEGRATED REPORT 2020

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