A new era in corporate governance has been created with the promulgation of the Companies Act No.71 of 2008 and the release of the Report on Governance for South Africa and the Code of Governance Principles (King III). The group has done an in-depth evaluation of its readiness to comply fully with King III and has made good progress in areas that required further work to ensure full compliance.
Group Five has a unitary board structure, comprising of two executives (the chief executive officer and the chief financial officer), as well as six independent non-executive directors and one non-executive director.
The board has five standing committees through which it operates. These committees play an important role in enhancing good corporate governance and improving internal controls to ensure
the sustainable performance of the group. In compliance with the new Companies Act, the board deemed it appropriate to reconstitute the mandate of the socio-economic development committee
and absorb it into the areas of responsibility contemplated by section 72 of the Companies Act when establishing the social and ethics committee. This process necessitated a holistic review of
the constitution and mandate of each committee of the board. This was finalised during the year. The current board committees and their chairpersons are:
- Audit committee - SG Morris
- Risk committee - KK Mpinga
- Remuneration committee
- JL Job
- Social and ethics committee - LE Bakoro
- Nominations committee - P Buthelezi
The chairpersons of the above committees are independent non-executive directors. In the spirit of transparency and full disclosure, each committee’s independent chairperson reports formally to the main board after each sub-committee meeting on all matters within its duties and responsibilities, including recommendations on required action items.