Board of directors
The Board is responsible for the leadership and guidance of the Group and exercises control over all divisions and subsidiaries by monitoring executive management. The Board is at the head of the Group's corporate governance structure and ensures that the Group is a responsible corporate citizen, cognisant of the impact its operations may have on the environment and society in which it operates, while acting in accordance with Datatec's Code of Conduct.
Board meeting attendance
The directors' attendance at Board meetings during FY20 and subsequently to the date of this report is as follows:
|P = present|
|A = apologies – unavoidable absence|
Rotation and appointment of directors
In terms of the Group's Memorandum of Incorporation ("MoI"), one-third of the Board's directors must retire from office at each AGM on a rotation basis. Retiring directors may make themselves available for re-election, provided that they remain eligible as required by the Memorandum of Incorporation and in compliance with the JSE Listings Requirements.
At the upcoming AGM, Stephen Davidson, John McCartney and Ekta Singh-Bushell will retire by rotation and, being eligible, will offer themselves for re-election. Rick Medlock will offer himself for election onto the Board of the Company. Datatec is seeking a final re-appointment for Stephen Davidson, with the intention that a successor as Chairman of the Board will be identified early in his term, enabling him to retire as a director of the Company within two years of his re-election. The Company is seeking a final re-appointment for John McCartney with the intention that he will retire within one year of his re-election.
On behalf of the Board, the Chairman confirms that on the basis of the annual evaluation of the Board and of the performance of individual directors, the performance and commitment of John McCartney, Ekta Singh-Bushell and Rick Medlock throughout their periods of office have been highly satisfactory. On behalf of the Board, the senior independent non-executive director confirms that on the basis of the annual evaluation of the Board and of the performance of individual directors, the performance and commitment of Stephen Davidson throughout his period of office has been highly satisfactory.
The Board unanimously recommends shareholders to vote in favour of the re-election of Stephen Davidson, John McCartney, Ekta Singh-Bushell, as well as the election of Rick Medlock at the AGM.
Annual Board and committee reviews
In addition to Board and committee self-evaluations, the directors were evaluated during the year as follows:
- Individual assessments conducted by the CEO and Chairman
- Non-executive directors were assessed for independence by the Nominations Committee and the Board (as noted in the Nominations Committee report)
- The Chairman was assessed by the non-executive directors and CEO
- The CEO was assessed by all the non-executive directors
- The CFO was assessed by the Audit, Risk and Compliance Committee
The evaluations during the year did not identify any issues with the Board performance.
All directors have access to seek professional and independent advice about the affairs of the Group at the Group's expense.
All directors have unlimited access to the advice and services of the Company Secretary. The Company Secretary is responsible for the duties set out in section 88 of the Companies Act, including governance and proper administration of the Board, regulatory advice, monitoring the implementation of Board decisions and ensuring that ethical governance standards are implemented.
Datatec Management Services (Pty) Ltd, a South African company, is the Company Secretary. This company is managed by Simon Morris.
The Board undertakes an annual evaluation of the Company Secretary in accordance with the JSE Listings Requirements. The evaluation criteria for the Company Secretary includes assessing the qualifications, knowledge of or experience with relevant laws, ability to provide comprehensive support and the ability to provide guidance to directors as to their duties, responsibilities and powers. The annual evaluation in October 2019 involved the completion of a questionnaire by Board members and a discussion during a meeting of the Board in the absence of the Company Secretary. Based on the results of the evaluation, the Board is comfortable that the Company Secretary maintains an arm's length relationship with the Board at all times, has the relevant experience to discharge his duties and is sufficiently qualified and skilled to act in accordance with, and advise directors in terms of the JSE Listings Requirements and update the directors in terms of the recommendations of the King IVTM Code and other relevant local and international law.
Simon Morris is a qualified Chartered Accountant.
The Board has established four committees to assist it with its duties:
- Social and Ethics Committee
- Audit, Risk and Compliance Committee
- Nominations Committee
- Remuneration Committee