Board of directors

The board comprises eight independent non-executive directors, five non-executive directors, 11 executive directors and one alternate independent, non-executive director.

The roles of chairman and chief executive are distinct.

Decentralised decision-making, the emphasis on independence and the character of individual directors foster open and robust governance. Decentralisation is further used as a mechanism to ensure continuity while capturing the experience of successful entrepreneurs who remain committed to the businesses they helped to build. In addition to divisional chief executives, key operational executives sit on the board.

Executive directors implement strategies and operational decisions.

Non-executive directors provide an independent perspective and complement the skills and experience of the executive directors. They objectively assess strategy, budgets, performance, resources, transformation, diversity, employment equity and standards of conduct. They also contribute to strategy formulation and decision-making.

The board acts in the best interests of the Group at all times. It gives strategic direction, appoints the chief executive and non-executive chairman and ensures succession planning. Non-executive directors ensure the chair encourages proper deliberation of all matters requiring board attention.

Board charters

Board functions are governed by charters that require annual self-assessment by the chairman and the directors. The board has a duty to ensure the business remains a going concern and thrives. The board must retain full and effective control of the Group, manage risk and implement plans through a structured approach to reporting and accountability.

An attendance register is included in the directors’ report of the annual report.

The board is assisted by board committees, to which specific responsibilities are delegated, a corporate governance manual, that includes our code of corporate conduct, and board charters.

• Board of directors
• Executive committee
• Audit committee
• Nomination committee
• Remuneration committee
• Acquisition committee
• Risk and sustainability committee
• Transformation committee

The board and its committees are supplied with complete, relevant and timely information in order to discharge their duties effectively. Directors have unrestricted access to Group information, records and documents. Non-executive directors have access to and are encouraged to meet management. All directors may seek the advice and services of the Group secretariat. An agreed procedure enables directors to obtain independent professional advice at Group expense, as necessary. Group policy, in line with the Insider Trading Act, prohibits directors, officers and selected employees from dealing in securities for a designated period preceding the announcement of the Group’s financial results.

The board defines levels of materiality, reserving specific powers and delegating other matters with the necessary written authority to management. These matters are monitored and evaluated regularly.

The company secretariat provides the board and individual directors with detailed guidance on the proper discharge of their responsibilities.

The board ensures the Group complies with all relevant laws, regulations and codes of business practice and that communication with shareholders and stakeholders is open and prompt and that substance prevails over form.

The board identifies the Group’s key risk areas and key performance indicators.

• Currency and economic volatility
• HIV/Aids in Africa
• Human capital or “people risk” mitigated through skills development
• Market risk caused by fluctuations in demand and competitive activity
• Liquidity and credit risks

The most fundamental risk-management mechanism is the diversified Bidvest business model, making entrepreneurial managers accountable for all aspects of performance and delivery.

Through the audit committee, the board regularly reviews processes and procedures to foster effective internal systems of control, enhance its decision-making capability and ensure reporting accuracy. The board identifies and monitors non-financial factors relevant to our business and reviews appropriate non-financial information. Qualitative performance factors include broader stakeholder concerns.