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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.
Maya Makanjee
Independent
non-executive Chair
Age: 62
Appointed to the Board:
1 November 2018
Jens Montanana
Chief Executive Officer
Age: 63
Appointed to the Board:
6 October 1994
Ivan Dittrich
Chief Financial Officer
Age: 51
Appointed to the Board:
30 May 2016
Stephen Davidson
Independent
non-executive director
Age: 68
Appointed to the Board:
1 February 2007
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, Nestle South Africa (Pty) Ltd and SABMiller (Africa and Asia), Chair 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 MCB Group Limited
- Non-executive director of Mpact Limited
Committees:
Skills, expertise and experience:
Jens is the founder and Chief Executive Officer ("CEO") 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 Chair as well as CEO until 2001, when Datatec established an independent non-executive Chair role. Jens chairs the boards of Datatec's divisional parent companies, Logicalis International Limited, Logicalis Latin America and Westcon International Limited.
Other directorships:
- Chairman of Corero plc (AIM London)
Skills, expertise and experience:
Ivan re-joined Datatec in May 2016 from Vodacom, where he had been Group Chief Financial Officer ("CFO") from June 2012 to July 2015. Prior to that, he held a number of senior executive positions over a 13-year period at Datatec, including Group CFO from May 2008 to June 2012.
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.
Skills, expertise and experience:
Stephen was previously Vice-Chair, 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 PRS for Music
- Non-executive director at MCB Group Ltd
- Non-executive director Calnex Solutions plc
Committees:
Sabine Everaet
Independent
non-executive director
Age: 57
Appointed to the Board:
2 October 2023
Rick Medlock
Independent
non-executive director
Age: 64
Appointed to the Board:
1 January 2020
Johnson Njeke
Independent
non-executive director
Age: 65
Appointed to the Board:
1 September 2016
Deepa Sita
Independent
non-executive director
Age: 47
Appointed to the Board:
1 March 2022
Skills, expertise and experience:
Sabine had a distinguished career at The Coca-Cola Company from 1995 to 2021 where she held various IT leadership roles with increasing functional and geographic responsibilities, becoming Europe, Middle East and Africa (“EMEA”) CIO in 2016.
She currently is Board Member and Senior Advisor at several companies, and equally assumes the role of Investment Committee Member at Oraxys, a Private Equity firm focused on sustainability.
She graduated as a Business Engineer from the Katholieke Universiteit Leuven (Belgium). She was awarded 'CIO of the Year' in Belgium at the end of 2011 and was named one of the 2016 'Top 50 Most Inspirational Women in Technology' in Europe.
Other directorships:
- Non-executive director of ING Belgium SA
- Trustee of the Charities Aid Foundation
- Director of WAKO
Committees:
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:
- Chair of BES Group Ltd
- Chair of Atlas Topco Ltd
- Stanford Holdco (nonexecutive director)
- Deliveroo Holdings plc (Audit Chair and nonexecutive director)
Committees:
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 2010. He is currently the Executive Chair of Silver Unicorn Coal and Minerals (Pty) Ltd.
He is a past Chair of the South African Institute of Chartered Accountants ("SAICA") 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 Chair of Silver Unicorn Coal and Minerals (Pty) Ltd
- Non-executive director of Delta Property Fund
- Trustee and Chair of Hollard Foundation Trust
- Non-executive director of Motus Holdings Limited
- Non-executive director of Clicks Group Limited
Committees:
Skills, expertise and experience:
Deepa joined Metcash as Chief Financial Officer in January 2024.
She has extensive finance and industry experience spanning over 20 years. In addition to finance, Deepa has significant senior leadership experience across strategy, mergers and acquisitions, digital, information technology and integration.
Most recently, Deepa held the position of Group CFO of Tiger Consumer Brands Limited. Prior to Tiger Consumer Brands, Deepa held senior leadership roles with Walmart's South Africabased subsidiary Massmart. These included Interim CEO of Masscash, Finance and Commercial Director of Masswarehouse, Chief Strategy and Integration Officer of Massmart Wholesale and CFO of Makro SA, all divisions of Massmart. She also held senior finance roles with Mondelez International and Samsung Electronics South Africa.
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:
- Multiple subsidiaries within the Metcash Group
Committees:
Luis Rapparini
Independent
non-executive director
Age: 58
Appointed to the Board:
1 September 2022
Committee key
Skills, expertise and experience:
Luis has extensive experience as a finance and internal audit executive developed over his career with British American Tobacco ("BAT"), Raízen and Royal Dutch Shell working in local, regional and global positions, with wide exposure to national and international investors.
He was Chief Financial and Investor Relations Officer of Raízen, a joint venture start-up, where he played a fundamental role in the significant growth of the business whilst building robust governance in a complex environment. Thereafter, he joined Royal Dutch Shell as Chief Audit Officer, heading internal audit and reporting directly to the audit committee.
He was Chief Financial and Investor Relations Officer of Raízen, a large joint venture, where he played a fundamental role in the significant growth of the business whilst building robust governance in a complex environment. Thereafter, he joined Royal Dutch Shell as Chief Audit Officer, heading internal audit and reporting directly to the Group's Audit Committee.
He holds a Masters of Business Administration ("MBA") in Finance, from the Pontifícia Universidade Católica do Rio de Janeiro,, Brazil as well as postgraduate degree in Information Technology and a Bachelor of Civil Engineering from the same university.
Luis is Chair of the Audit Committee and member of the Remuneration Committee of Datatec's subsidiary, Logicalis Latin America.
Other directorships:
- Logicalis LATAM
- OceanPact SA
- Rumo SA
- Compass SA
Committees:
Changes to the Board and committees during FY24 and up to the date of this annual report
Sabine Everaet was appointed as an independent non-executive director with effect from 2 October 2023 and also appointed as member of the ARCC and Social and Ethics Committee with effect from 1 March 2024.
John McCartney, who served as an independent non-executive director since July 2007 retired from the Board with effect from 27 July 2023.
On 1 August 2023, Deepa Sita succeeded Stephen Davidson as Chair of the Remuneration Committee.
The following changes in the committee roles of independent non-executive directors took effect from 1 March 2024:
- Johnson Njeke joined the Nominations Committee and stood down from the Remuneration Committee.
- Deepa Sita joined the Nominations Committee.
For a short period during FY24 after the retirement of John McCartney, there were two members on the Nominations Committee prior to Johnson Njeke and Deepa Sita being elected. During this period, the responsibilities of the Nominations Committee were undertaken directly by the Board.
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, Maya Makanjee and Ivan Dittrich will retire by rotation and, being eligible, will offer themselves for re-election.
The Board confirms that on the basis of the annual evaluation of the Board and of the performance of individual directors, the performance and commitment of Maya Makanjee throughout her period of office has been highly satisfactory.
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 throughout his period of office has been highly satisfactory.
The Board unanimously recommends shareholders to vote in favour of the re-election of Maya Makanjee and Ivan Dittrich as well as the election of Sabine Everaet at the AGM.
Annual Board and committee reviews
During FY24, the Board engaged Heidrick & Struggles to undertake an evaluation of the Board and its committees.
The Board Review took the form of an online survey, which was completed by all Board members, and face-to-face in-depth interviews with each Board member and the Company Secretary. Heidrick & Struggles were also silent observers at a Board meeting. Their report comprised a blend of the outcome of both approaches and combined both quantitative and qualitative analyses of the Board and its functions and performance. The report identified the strengths on which to build and areas of opportunity for further development and feedback were provided to individual directors as well as to the Board as a unit.
In addition to Board and committee self-evaluations, the directors were evaluated during the year as follows:
- Non-executive directors were assessed for independence by the Nominations Committee and the Board
- The CFO was assessed by the ARCC.
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 FY24 was included in the Board Review noted above. 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 (ICAEW).
Board meeting attendance
The directors’ attendance at Board meetings during FY24 and subsequently to the date of this report is as follows:
| 16 March 2023 |
17 May 2023 |
12 July 2023 |
18 October 2023 |
23 January 2024 |
14 March 2024 |
22 May 2024 |
||
| M Makanjee | P | P | P | P | P | P | P | |
|---|---|---|---|---|---|---|---|---|
| SJ Davidson | P | P | P | P | P | P | A | |
| IP Dittrich | P | P | P | P | P | P | P | |
| SJ Everaet | – | – | – | – | P | P | P | |
| JF McCartney | P | P | P | – | – | – | – | |
| CRK Medlock | P | P | P | P | P | P | P | |
| JP Montanana | P | P | P | P | P | P | P | |
| MJN Njeke | P | P | P | P | P | P | P | |
| LC Rapparini | P | P | P | P | P | P | P | |
| DS Sita | P | P | P | P | P | P | P |
P = present
A = absent
– = not a director at the tim