|JPG de Rauville||C||C||C|
|Z||Zurich Financial Services Representative|
|R||Royal Bafokeng Finance (Pty) Limited Representative|
|*||Asset/Liability Management Investment Committee|
|**||Social, Ethics and Transformation Committee|
|No of meetings held||5||4||4||5||4||4|
|JPG de Rauvilleˆ||5/5©||4/4©||4/4©|
|K Shongwe – P Rörich's alternate||2/4|
|JPM Deiss resigned as a member of the Audit to ensure compliance with King III.|
We have a documented policy in respect of appointments to the Board. Such appointments are formal, transparent and a matter for the Board as a whole. There is a clear division of responsibility to ensure a balance of power, such that no one individual has unfettered powers of decision-making. At 31 December 2011, the Board comprised seven Non-Executive and two Executive Directors who, with their experience, knowledge and skill, add to the successful operation of the Company. Four of the Non-Executive Directors are independent.
The roles of the Chairman and Chief Executive Officer are separate. The Chairman is furthermore not a member of the Audit Committee.
The Chairman, JPG de Rauville, provides firm and objective leadership to the Board. The Chairman presides over Directors' and shareholders' meetings and ensures the smooth functioning of the Board in the interests of good governance. In compliance with King III, the Company has a Board-approved, documented succession planning policy in respect of the Chairman, as well as a documented description of the Chairman's roles and responsibilities.
The Chief Executive Officer, GRC Munnoch, under and in terms of a delegated authority granted by the Board, provides leadership to the Executive Committee. This relates to the delivery of our business strategy, the day-to-day running of our business and the coordination of proposals developed by the Executive Committee for consideration by the Board. A Board-approved, documented CEO succession planning policy is in place.
Shareholder representation is reflected here.
As the Board is ultimately accountable and responsible for the performance and affairs of the Company, it is the Board's responsibility to approve the strategic plans, monitor operational performance and management, ensure that an effective risk management strategy and IT governance is in place, and ensure that we comply with applicable legislation.
The role and responsibility of the Board is recorded in the Board Charter, which is reviewed by the Board annually.
The nomination of new Non-Executive Directors is discussed between the existing Non-Executive Directors and the Chief Executive Officer before a candidate is put forward to the Board for consideration. A résumé is circulated to the Board to consider the suitability of the nominee and the Board, as a whole, appoints the Director. Newly appointed directors must resign and stand for election by the shareholders at the first Annual General Meeting following their appointment. Appointments to the Board are therefore made in a formal and transparent manner. Non-Executive Directors do not hold service contracts with the Company.
New directors are inducted and undergo an orientation programme with a focus on our operations and the business environment within which we operate.
Each individual director is responsible for ensuring the fulfilment of his/her fiduciary and other duties, however, any relevant changes in legislation or regulations are brought to each director's attention. In addition, Directors receive dedicated quarterly training on relevant legal and regulatory matters.
Directors are encouraged to become members of professional bodies to gain knowledge and interact with their peers. The majority of our directors are members of the Institute of Directors.
Non-Executive Directors are required to resign every three years by rotation and may stand for re-election by the shareholders at the Annual General Meeting, in order to facilitate good governance, whilst maintaining Board continuity.
The Board meets quarterly to deal with the ordinary business of the Company and ad hoc as and when necessary. Prior to Board meetings, Board members receive a comprehensive Board pack containing all relevant documentation to enable Board members to prepare, make informed decisions and make a meaningful contribution at meetings.
An independent appraisal on the effectiveness of the Board was conducted during the period under review by the Institute of Directors. The appraisal was benchmarked against the role of directors generally, our strategic requirements and was also mindful of the diverse expertise and background of Board members.
The overall view was that the Board functions well, that it is effective, balanced and generally has the right set of skills. The assessment showed that the Board is well represented in terms of race and gender and that it comprises active and independent members who express their view, notwithstanding the influence of the majority or any shareholder. It was felt that the Board and its members act in the best interests of the Company.
It was further found that the individual Directors are all professional people who take their duties seriously and act effectively. Some are at earlier stages of learning about the complex short-term insurance industry, but all exhibit the right behaviours and a willingness to learn.
The Chairman received a favourable rating on how he facilitates the Board meetings. Members rated the information in Board or committee packs and the amount of time given to prepare for the meetings, highly.
There were generally positive views on the effectiveness of the Board committees and their composition in terms of skills and competencies. Board members felt they had the necessary trust and faith in all Board committees and agreed that they operate under clear terms of reference.
The scores received from the various areas of Board performance were as follows:
Where 1 = poor; 2 = needs improvement; 3 = satisfactory; 4 = meets best practice