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| Corporate governance continued |
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| Board committees |
| The board has established a number of committees which are responsible to the board. Specific responsibilities have been formally delegated to these committees with clearly defined terms of reference, in respect of duration and function, reporting procedures and written scope of authority, documented in a formal charter. There is transparency and full disclosure from the board committees to the board. Board committees are free to take independent outside professional advice, as and when necessary, and are subject to regular evaluation by the board to ascertain their performance and effectiveness. The principal board committees are: |
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| Group executive committee |
| The Group executive committee consists of the chief executive, the Group financial director, the divisional chief executives, LI Jacobs and AC Salomon. The executive committee considers and refers major decisions, which have their sanction, to the board for approval. Non-executive directors are invited to attend these meetings. |
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| South African executive committee |
| The South African executive committee consists of the chief executive (chairman), the Group financial director, the divisional chief executives, LI Jacobs, L Madikizela, SG Mahalela, P Nyman, AC Salomon and SA Thwala. The committee considers and refers major decisions, specifically related to the South African operations, to the board for approval. |
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| Remuneration committee |
The remuneration committee consists of DDB Band (chairman), DE Cleasby, D Masson, P Nyman and JL Pamensky. The committee is responsible for the performance assessment and approval of a remuneration strategy for the board directors, including the chairman, chief executive and divisional executives, in consultation with the chief executive. The executive directors, who are members of the remuneration committee, are excluded from the review of their own remuneration.
The remuneration committee’s overall strategy is to ensure that employees are rewarded for their contribution to the Group’s operating and financial performance, by taking into account industry, market and country benchmarks. In order to promote an identity of interests with shareholders, share incentives are considered to be critical elements of executive incentive pay. Schedules setting out directors’ remuneration and equity interests appear in the directors’ report. |
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| Audit committee |
An audit committee was established in 1995 and is an important element of the board’s system of monitoring internal controls. The members of the committee are NG Payne (chairman), DDB Band, DE Cleasby, RW Graham, D Masson, P Nyman, JL Pamensky and AC Salomon. The committee meets at least four times a year and the Group internal audit manager and external auditors are invited to attend every meeting. Other members of the management team attend, as required.
The audit committee charter defines and guides the audit committee with adequate reference to its purpose, membership, authority and duties. The committee is responsible for reviewing the interim and final financial statements and assesses whether these are appropriate to meet the current and future needs of the business. Their duties further include assessing whether significant business, statutory and financial risks have been identified and are being monitored and managed through internal financial control procedures, and that appropriate standards of accounting, governance, reporting and compliance are in operation.
The audit committee has a responsibility to recommend to the board, for its consideration and acceptance by shareholders, the appointment of external auditors. The audit committee also sets out the principles for the performance of non-audit services by the external auditors. The audit committee reviews divisional audit committee reports.
Each division has its own audit committee, which subscribes to the same Group audit philosophies and reports to both the divisional board and the Group audit committee. Each divisional audit committee has at least one member who is a non-executive to the division. A non-executive chairs the committee where appropriate. |
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| Risk committee |
| A charter for the risk committee was finalised and the committee is now self-standing. The members of the risk committee are NG Payne (chairman) the chief executive, the South African divisional chief executives, the Group financial director, D Masson and AC Salomon. |
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| Acquisition committee |
| Acquisitions with perceived potential conflicts are referred to the acquisition committee for an in-principle decision as to whether the acquisition should be investigated and pursued. This committee consists of DDB Band (chairman), MC Berzack, DE Cleasby, B Joffe, D Masson, JL Pamensky and LP Ralphs. Acquisitions are, depending on their magnitude, sanctioned by the executive committee and submitted to the board for approval. |
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| Nomination committee |
The nomination committee constitutes a majority of non-executive directors so as to ensure its independence and objectivity. The committee comprises DDB Band (chairman), B Joffe, JL Pamensky, MC Ramaphosa and T Slabbert.
The primary purpose of the committee, as set out in the nomination committee charter, is to ensure that the procedures for the appointments to the board are formal and transparent. The committee considers the composition of the board, retirements, appointments of additional and replacement directors and makes appropriate recommendations to the board.
Executive directors are appointed to the board on the basis of skill, experience and level of contribution to the Group and are responsible for the running of their businesses. Non-executive directors are selected on the basis of industry knowledge, professional skills and experience.
The committee is responsible for ensuring that nominees are not disqualified from being directors and, prior to their appointment, investigate their backgrounds in line with the requirements for listed companies set by the JSE.
Executive and non-executive directors retire by staggered rotation and stand for re-election at least every three years in accordance with the articles of association. The re-appointment of non-executive directors is not automatic. Directors are subject to re-election by shareholders and sufficient biographical information is provided to shareholders enabling an informed decision.
The committee annually reviews the board’s required mix of skills and experience and other qualities such as its demographics and diversity in order to assess the effectiveness of the board, its committees and the contribution of each director. |
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| Transformation committee |
Following the successful implementation of the Dinatla initiative, a transformation committee was formed to facilitate the socio-economic transformation process within the Group. Key functional resources were designated within each business unit to continue the socio-economic transformation drive at business unit level. The transformation committee has developed an enterprise-based charter, the Bidvest Charter, that guides the Bidvest BEE transformation strategy.
The transformation committee comprises LI Jacobs chairman), MC Berzack, NW Birch, AW Dawe, MJ Finger, B Joffe, SG Mahlalela, SG Pretorius, LP Ralphs, T Slabbert, SA Thwala and FDP Tlakula. |
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