Board of directors
THE BOARD
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 confirmation of good governance
The Board recognises the King IV Report on Corporate GovernanceTM for South Africa 2016 ("King IV")* as the essential governance framework behind its strategy for value creation. The Board has applied the principles of King IV to govern, create, sustain and grow value for the Group and achieve the intended outcomes of the King IV Code.
Further information on the Group’s application of King IV can be found on www.datatec.com.The Board fully embraces the principle of ethical leadership in setting and implementing the strategy and the Group’s approach to governance, guided by the principles of King IV.
In addition, the Board takes full responsibility for the management, direction and performance of the Group by exercising independent judgement on all issues reserved for its review and approval while taking cognisance of the needs of stakeholders.
The Board confirms that Datatec has complied with the provisions of the Companies Act 71 of 2008, as amended ("Companies Act") and is operating in conformity with its Memorandum of Incorporation ("MoI").
*Copyright and trademarks are owned by the Institute of Directors in South Africa NPC and all of its rights are reserved.
Board committees
The Board has established four committees to assist it with its duties:
- Social and Ethics Committee
- Audit, Risk and Compliance Committee ("ARCC")
- Nominations Committee
- Remuneration Committee
Division of duties
The responsibilities of the Chair and Chief Executive Officer ("CEO"), and those of other non-executive and executive directors, are clearly separated to ensure a balance of authority which precludes any one director from exercising unfettered powers of decision-making.
These responsibilities are set out in the Board Charter, which can be found on Datatec’s website www.datatec.com.
The non-executive directors draw on their experience, skills and business acumen to ensure impartial and objective viewpoints in decision-making processes and standards of conduct. The mix of technical, entrepreneurial, financial and business skills of the directors is considered to be balanced, thus enhancing the effectiveness of the Board.
Board diversity policy
Diversity is enshrined in Datatec’s Code of Conduct and the Board strongly supports the principles of diversity, and sees promoting race, gender and overall diversity at Board level as an essential element of good corporate governance. A diverse Board will include differences in age, gender, race, culture, field of knowledge, skills and industry experience, and other distinctions between members of the Board. These differences will be considered in determining the optimum composition of the Board and, when possible, should be balanced appropriately.
Annually, the Board, assisted by the Nominations Committee, will discuss and agree on proposed objectives, including, without limitation, the setting of voluntary targets for achieving diversity.
The policy on promotion of diversity at Board level can be found on Datatec’s website www.datatec.com.
Independent non-executive Chair
Age: 60
Appointed to the Board:
1 November 2018
Skills, expertise and experience:
Maya is an independent non-executive director with executive experience in the telecommunications, financial services, consulting and fast-moving consumer goods industries. She has held directorships in human resources, marketing communication, corporate affairs and reputation management, strategy, and business re-engineering and has extensive experience in Southern African Development Community ("SADC") countries, as well as in some markets in Asia.
She was previously an executive director of Vodacom (Pty) Ltd, Nestlé South Africa (Pty) Ltd and SABMiller (Africa and Asia), Chairman of the Vodacom Foundation South Africa and a board member of World Wide Fund for Nature. Maya holds a Master of Business Leadership (cum laude) degree from the University of South Africa, a Bachelor of Commerce degree from the University of KwaZulu-Natal in Durban and a Bachelor of Fine Arts degree in Dance from the University of Mumbai.
Other directorships:
- Non-executive director of Mpact Limited
- Non-executive director of Truworths International Limited
Committees:
Chair of Nominations Committee
Chief Executive Officer
Age: 61
Appointed to the Board:
6 October 1994
Skills, expertise and experience:
Jens is the founder and Chief Executive Officer of Datatec, which he established in 1986.
Between 1989 and 1993, Jens also served as Managing Director and Vice-President of US Robotics (UK) Limited, a wholly owned subsidiary of US Robotics, Inc. which was acquired by 3Com in 1997. In 1993, he co-founded US start-up Xedia Corporation, which was subsequently sold to Lucent Corporation in 1999.
In 1994, Datatec listed on the JSE and Jens held the role of Chairman as well as Chief Executive Officer until 2001, when Datatec established an independent non-executive Chairman role. Jens chairs the boards of Datatec’s divisional parent companies, Logicalis Group Limited, Westcon International Limited and Analysys Mason Limited.
Other directorships:
- Chairman of Corero plc (AIM London)
Chief Financial Officer
Age: 49
Appointed to the Board:
30 May 2016
Skills, expertise and experience:
Ivan rejoined Datatec on 30 May 2016 from Vodacom, where he had been Group Chief Financial Officer (“CFO)” from 15 June 2012 to 31 July 2015. Prior to that he held a number of senior executive positions at Datatec, including Group CFO from May 2008 to June 2012, in a career that spanned 13 years.
Ivan qualified as a Chartered Accountant (South Africa) at Deloitte South Africa and also worked for PricewaterhouseCoopers in London. He completed the Oxford Advanced Management and Leadership programme at Saïd Business School.
Senior independent non-executive director
Age: 50
Appointed to the Board:
1 June 2018
Skills, expertise and experience:
Ekta serves on public and private corporate boards, bringing diverse global management experience and expertise in financial, digital technology, cyber security and risk operations.
She was Chief Operating Officer, Executive Office at the Federal Reserve Bank of New York, and previously had a 17-year career in senior managing partner roles with EY, such as US Innovation and Digital Strategy Leader, Northeast Advisory People Leader and Chief Information Security Officer.
She has led transformations across multiple industries impacted by digital technology and information management advances.
Ekta is a Certified Public Accountant (USA) and holds advanced international certifications in governance, information systems security, audit and control. She has a Master of Electrical Engineering and Computer Science degree from the University of California, Berkeley, and a Bachelor of Engineering degree from the University of Poona, India.
Other directorships:
- Non-executive director of TTEC (NASDAQ)
- Non-executive director of Net 1 UEPS Technologies Inc. (NASDAQ, JSE)
- Non-executive director of Huron Consulting Group (NASDAQ)
- Non-executive director of Designer Brands Inc. (NYSE)
Committees:
Independent non‑executive director
Age: 66
Appointed to the Board:
1 February 2007
Skills, expertise and experience:
Stephen was previously Vice-Chairman, Investment Banking, at WestLB Panmure and Chief Executive and Finance Director of Telewest Communications plc.
He has a first-class honours degree in Mathematics and Statistics from the University of Aberdeen.
Other directorships:
- Non-executive Chair of Actual Experience plc (AIM London)
- Non-executive Chair of PRS for Music
- Non-executive director of Informa plc ("LSE")
- Non-executive director at MCB Group Ltd
Committees:
Chair of Remuneration Committee from 1 March 2022
Chair of Social and Ethics Committee from 1 March 2022
Independent non‑executive director
Age: 69
Appointed to the Board:
16 July 2007
Skills, expertise and experience:
John served as a non-executive director of Datatec from May 1998 to September 2002 and was then reappointed in July 2007. He was formerly President and Chief Operations Officer of US Robotics, Inc., which he joined in 1984, as well as President of 3Com Corporation’s Client Access Unit.
Other directorships:
- Non-executive chairman of Huron Consulting Group (NASDAQ)
Committees:
Independent non‑executive director
Age: 62
Appointed to the Board:
1 January 2020
Skills, expertise and experience:
Rick has been working in the technology, media and telecommunications sector for more than 30 years, specialising in fast-growing, globally focused technology companies, private equity-backed investments and initial public offerings ("IPOs").
He was the CFO of Synamedia after assisting with its buy-out from Cisco in October 2018. Prior to that, Rick was the CFO of Worldpay from 2015 to 2018. During that period, Worldpay transitioned from the largest ever European private-equity IPO to a US$30 billion merger in January 2018, becoming the largest payments processor in the world listed on the NYSE. Prior to Worldpay, Rick held a succession of CFO roles at Misys, Inmarsat plc and NDS Group plc.
Rick is a Fellow of the Institute of Chartered Accountants in England and Wales and has a Master of Economics degree from the University of Cambridge.
Other directorships:
- Smith + Nephew plc (Audit Committee Chair and non-executive director)
- Deliveroo Holdings plc (Audit Chair and non-executive director)
Committees:
Independent non‑executive director
Age: 63
Appointed to the Board:
1 September 2016
Skills, expertise and experience:
Johnson was a Partner of PricewaterhouseCoopers from 1990 to 1994. In 1994, he co-founded Kagiso Trust Investments. He was the Managing Director of the Kagiso group until his resignation in 2010. He is currently the Executive Chairman of Silver Unicorn Coal and Minerals (Pty) Ltd.
He is a past Chairman of the South African Institute of Chartered Accountants and its Education Committee. He has served in a number of prominent advisory roles for both the public and private sector.
Johnson has a Bachelor of Commerce degree and a Bachelor of Accounting Science (Honours) degree, and qualified as a Chartered Accountant (South Africa).
Other directorships:
- Executive Chairman of Silver Unicorn Coal and Minerals (Pty) Ltd
- Non-executive director of Delta Property Fund
- Trustee and Chairman of Hollard Foundation Trust
- Non-executive director of Motus Holdings Limited
- Non-executive director of Clicks Group Limited
- Non-executive director of 4 Africa Exchange (Pty) Ltd
Committees:
Chair of Audit, Risk and Compliance Committee
Independent non‑executive director
Age: 44
Appointed to the Board:
1 March 2022
Skills, expertise and experience:
Deepa Sita is an executive director and CFO of Tiger Brands Limited and has excellent experience in a wide range of executive roles as a CFO including Masswarehouse (a division of Massmart Holdings Limited) and the Gordon Institute of Business Science ("GIBS"), University of Pretoria.
Deepa is a Chartered Accountant (South Africa) and holds a Master of Business Administration (“MBA”) (cum laude) from GIBS, University of Pretoria and a Bachelor of Commerce Accounting (Honours) degree from the University of Johannesburg.
Other directorships:
- Executive director and CFO of Tiger Brands Limited
Committees:
CHANGES TO THE BOARD AND COMMITTEES DURING FY22 AND UP TO THE DATE OF THIS ANNUAL REPORT
Maya Makanjee was appointed as Group Chair with effect from 1 March 2022, taking over from Stephen Davidson. Also, on 1 March 2022, Maya Makanjee became Chair of the Nominations Committee and stepped down as Chair of the Remuneration Committee and as Chair of the Social and Ethics Committee, while remaining a member of both.
Stephen Davidson became Chair of the Remuneration Committee from 1 March 2022 and Chair of the Social and Ethics Committee. He also remained a member of the Nominations Committee.
Deepa Sita joined the Board as an independent non-executive director on 1 March 2022 and was also appointed as a member of the Remuneration Committee.
Johnson Nkeje was appointed to the Social and Ethics Committee with effect from 1 March 2021.
ROTATION OF DIRECTORS
In terms of the Group’s 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 MoI and in compliance with the JSE Listings Requirements.
At the upcoming AGM, Ivan Dittrich, Rick Medlock and Johnson Njeke will retire by rotation and, being eligible, will offer themselves for re-election. Deepa Sita will seek election as a director at the AGM.
On behalf of the Board, the Chair confirms that on the basis of the annual evaluation of the Board and of the performance of individual directors, the performance and commitment of Ivan Dittrich, Rick Medlock and Johnson Njeke throughout their periods of office have been highly satisfactory.
The Board unanimously recommends shareholders to vote in favour of the re-election of Ivan Dittrich, Rick Medlock and Johnson Njeke as well as the election of Deepa Sita at the AGM.
ANNUAL BOARD AND COMMITTEE REVIEWS
During FY22, the Board undertook a detailed evaluation of the Board, its committees and the individual directors. Questionnaires were developed with the assistance of an external consultant experienced in governance matters for listed companies to assist in this process. The responses to the questionnaires were reviewed and discussed by the Board and by the individual committees and areas for improvement were identified.
The evaluations during the year did not identify any issues for concern with the Board’s performance or the effectiveness of the Board committees.
In addition to Board and committee self-evaluations, the directors were evaluated during the year as follows:
- Individual assessments conducted by the CEO and Chair
- Non-executive directors were assessed for independence by the Nominations Committee and the Board (as noted in the Nominations Committee report)
- The Chair 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
SUPPORT FUNCTIONS
Independent advice
All directors have access to seek professional and independent advice about the affairs of the Group at the Group’s expense.
Company Secretary
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, the ability to provide comprehensive support and the ability to provide guidance to directors as to their duties, responsibilities and powers. The annual evaluation in March 2022 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 IV Code and other relevant local and international law.
Simon Morris is a qualified Chartered Accountant.
Board meeting attendance
The directors’ attendance at Board meetings during FY22 and subsequently to the date of this report is as follows:
|
11 March 2021 |
18 May 2021 |
26 October 2021 |
25 January 2021 |
9 March 2022 |
17 May 2022 |
|
| M Makanjee | P | P | P | P | P | P |
|---|---|---|---|---|---|---|
| SJ Davidson | P | P | P | P | P | P |
| IP Dittrich | P | P | P | P | P | P |
| JF McCartney | P | P | P | P | P | P |
| CRK Medlock | P | P | P | P | P | P |
| JP Montanana | P | P | P | P | P | P |
| MJN Njeke | P | P | P | P | P | P |
| E Singh-Bushell | P | P | P | P | P | P |
| DS Sita | – | – | – | – | P | P |
P = Present
– = not a director at the time
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