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 Governance^TMfor 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. 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.

The Board, assisted by the Nominations Committee, will discuss and agree on proposed objectives annually, 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.

For more information on the directors please click the arrow

Maya Makanjee

Independent
non-executive Chair

Age: 63

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), Chair of the Vodacom Foundation South Africa and a Board member of the 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:

Jens Montanana

Chief Executive Officer

Age: 64

Appointed to the Board:

6 October 1994

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)

Ivan Dittrich

Chief Financial Officer

Age: 52

Appointed to the Board:

30 May 2016

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.

Sabine Everaet

Independent
non-executive director

Age: 58

Appointed to the Board:

2 October 2023

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 is currently a Board Member and Senior Advisor at several companies, and holds 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:

chair-of-ethics

Colin Jones

Independent
non-executive director

Age: 64

Appointed to the Board:

3 June 2024

Skills, expertise and experience:

Colin Jones has had a distinguished career at Euromoney Institutional Investor Plc, the global financial information business, where he was CFO from 1996 to 2018. He was also COO from 2003 to 2015 including seven years based in New York. Colin is a Chartered Accountant (ICAEW FCA) and holds a BSc in Economics and Accounting from Bristol University.

Other directorships:

Non-executive director and Audit and Risk Committee Chair of STV Group Plc
Non-executive director and Audit Committee Chair of M&C Saatchi Plc
Trustee and Chair of the Finance Committee of The City Literary Institute

Committees:

Johnson Njeke

Independent
non‑executive director

Age: 66

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 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, Master of Accounting Sciences degree, and qualified as a Chartered Accountant (South Africa).

Other directorships:

Trustee and Chair of Hollard Foundation Trust
Non-executive Chair of Motus Holdings Limited
Non-executive Chair of Clicks Group Limited

Committees:

nomination-comittee

Luis Rapparini

Independent
non‑executive director

Age: 59

Appointed to the Board:

1 September 2022

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 large joint venture, where he played a fundamental role in the significant growth of the business, while 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 post-graduate 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
COSAN
Audit Committee Chair of Amaggi

Committees:

remuneration-comittees

Deepa Sita

Independent
non‑executive director

Age: 47

Appointed to the Board:

1 March 2022

Skills, expertise and experience:

Deepa is the Group Chief Financial Officer of Metcash Limited in Australia.

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 this, Deepa held senior leadership roles with Walmart’s South Africa-based 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 Mondelēz 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 Australia Group

Committees:

chair-of-remunerations nomination-comittee

Committee key

Audit, Risk and Compliance Committee (“ARCC”)

nomination-comittee Nominations Committee

remuneration-comittees Remuneration Committee

Social and Ethics Committee

chair-of-comittee Chair of committee

Changes to the Board and committees during FY25 and up to the date of this annual report

The following changes to the Board and to the roles of the independent non-executive directors have taken place:

Colin Jones was appointed as an independent non-executive director of the Company and member of the Audit, Risk and Compliance Committee (“ARCC”) with effect from 3 June 2024;
Stephen Davidson and Rick Medlock retired from the Board at the Annual General Meeting on 31 July 2024; and
Sabine Everaet stood down from the ARCC on 3 June 2024 and took over as Chair of the Social and Ethics Committee on 31 July 2024.

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, Jens Montanana, Luis Rapparini and Deepa Sita will retire by rotation and, being eligible, will offer themselves for re-election.

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 Jens Montanana, Luis Rapparini and Deepa Sita throughout their period of office has been highly satisfactory.

The Board unanimously recommends shareholders to vote in favour of the re-election of Jens Montanana, Luis Rapparini and Deepa Sita at the AGM.

Annual Board and committee reviews

During FY25, the Board undertook a detailed evaluation of the Board, its committees and the executive directors.

Questionnaires developed with the assistance of an external consultant experienced in governance matters were used 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 responses from the questionnaires identified the strengths on which to build and areas of opportunity for further development and feedback was provided to the Board.

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
The Company Secretary was assessed by the Board.

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 FY25 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 FY25 and subsequently to the date of this report is as follows:

	14 March 2024	22 May 2024	10 July 2024	22 October 2024	28 January 2025	20 March 2025	21 May 2025

M Makanjee	P	P	P	P	P	P	P
SJ Davidson	P	A	P	–	–	–	–
IP Dittrich	P	P	P	P	P	P	P
SJ Everaet	P	P	P	P	P	P	P
CR Jones	–	–	P	P	P	P	P
CRK Medlock	P	P	A	–	–	–	–
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 time