Our leadership

The Board is responsible for the leadership and guidance of the Group and exercises control over all divisions and subsidiaries by monitoring the executive management.

Corporate governance practices

Datatec believes that good corporate governance contributes to enhanced accountability, fairness and transparency.

The Board is ultimately accountable and responsible for the performance and affairs of the Company and is committed to upholding the King IV principles. The Board sets the tone for the Company through ethical leadership and is committed to maintaining the highest standards of ethics and business conduct. The Board members act with independence, competence, diligence, awareness, insight and information. The Board ensures that the Group is a responsible contributor to society by facilitating economic growth, paying taxes, providing skills and improving the communities in which it operates.

The Board provides guidance to the Group on strategic objectives and takes accountability for the performance of the Group. There is oversight from the Board to the Group on the management of compliance risk, remuneration governance and ICT governance, which support good governance practices. Sustainable growth and delivery of strategic purpose are key objectives of the Board.

The Board appreciates that these principles are essential for good governance and are important to successful stakeholder engagement.

The standards of disclosure are regulated by the Companies Act, the JSE Listings Requirements and the King IV Code.

The Board appreciates that effective corporate governance is a key driver of sustainability and acknowledges its responsibility in this regard, including reporting openly thereon to stakeholders. Throughout the year (and up to the date of approval of this Integrated Report) the principles articulated in the King IV Code have been applied or, if not applied, explained.

Further information on the Group’s application of King IV can be found on www.datatec.com.

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 and subsidiary committees. The Board is at the head of the Group’s corporate governance structure and ensures 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.

The Board is governed by a formal Board charter that regulates the parameters within which it operates and defines its roles and responsibilities in accordance with legislation and global best practice with particular reference to the King IV Code and the Companies Act. The directors are of the opinion that they have adhered to the terms of reference set out in the Board charter for the year.

A copy of the Board charter is available on the website www.datatec.com.

The Board ensures that the governance of risk and technology and information through the Board committees supports the organisation in setting and achieving its strategic objectives.

The assurance services, in the form of external and internal audit functions, further enable an effective control environment that supports the Board’s decision‑making.

The responsibilities of the Chair and 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.

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.

To fulfil their responsibilities adequately, directors have unrestricted access to timely financial and other information, records and documents relating to the Group. The Board receives presentations from the management teams of its major subsidiaries, enabling it to explore specific issues and developments in greater depth.

Directors are provided with guidelines regarding their duties and responsibilities and a formal orientation programme has been established to familiarise incoming directors with the Group’s business, competitive position, strategic plans and objectives. The Board has established four committees to assist it with its duties:

• ARCC
• Nominations Committee
• Remuneration Committee
• Social and Ethics Committee

More information about the Board’s committees is available in the Datatec 2024 annual report.

Outcomes of the Board’s leadership

• Ethical culture
• Compliance culture
• Effective controls
• Effective risk management processes
• Improved performance

Board activities

The Board is cognisant of its responsibilities recommended in the King IV Code:

• To set and steer Datatec’s strategic direction
• To approve policy and planning
• To oversee and monitor management’s implementation and execution
• To ensure accountability for performance

The Board is guided by its responsibilities and this is taken into account when setting the agenda for Board meetings.

Typical Board meetings include:

• Reports from the Board committees;
• Reports on material matters arising out of their latest meetings;
• Corporate governance updates;
• Updates of regulatory considerations;
• Review of shareholder analyses and share price information;
• Financial performance updates;
• Discussions of strategic matters.

A key focus area of the Board is monitoring cyber security threats, which remain at a very high level. Risk mitigation in this area is being undertaken continuously across the Group and in being closely monitored by the ARCC.

Board 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 one of the Board meetings. Their report comprised a blend of the outcome of both approaches and combined both quantitative and qualitative analysis 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 was provided to individual directors as well as to the Board as a unit.

There were no material issues which were identified during the Board review.

Changes to the Board and committees

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.

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.

Attendance

The Board and Board committee attendance was very good during FY24 to the date of this report. This illustrates the Board’s high levels of engagement.

The full Board and Board committee attendance is available in the Datatec 2024 annual report.

Independent non-executive directors

Maya Makanjee (independent non-executive Chair); Stephen Davidson; Sabine Everaet; Rick Medlock; Johnson Njeke; Deepa Sita and Luis Rapparini.

Executive directors

Jens Montanana (CEO) and Ivan Dittrich (CFO).

The Board has established four committees to assist it with its duties

• Audit, Risk and Compliance Committee – Oversight of financial reporting, audit, risk management and internal audit.
• Nominations Committee – Responsible for Board composition, appointment of directors and senior management and succession planning.
• Remuneration Committee – Determines the remuneration of executive directors and senior management, and oversees the remuneration policy for employees.
• Social and Ethics Committee – Monitors the Company’s activities in the areas of social economic development, good corporate citizenship, the environment, health and safety, and labour and employment.