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Governance through our leadership
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. The Board oversees 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.
Outcomes of the Board's leadership
- Ethical culture
- Compliance culture
- Effective controls
- Effective risk management processes
- Improved performance
The Board has established four committees to assist it with its duties:
ARCC
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.
More information about the Board's committees is available in the Datatec 2025 annual report.
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 is being closely monitored by the ARCC.
Board 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; and
- The Company Secretary was assessed by the Board.
Changes to the Board and committees
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 ARCC with effect from 3 June 2024;
- Stephen Davidson and Rick Medlock retired from the Board at the AGM 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 31July 2024.
Attendance
The Board and Board committee attendance was very good during FY25 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 2025 annual report.
ARCC members
- Johnson Njeke (Chair)
- Colin Jones (joined the Board and ARCC on 3 June 2024)
- Deepa Sita
- Sabine Everaet (stepped down as ARCC member on 3 June 2024)
- Rick Medlock (retired from the Board and ARCC on 31 July 2024)
96%
Committee focus in FY25
- Reviewed the Group's interim and consolidated annual financial statements and integrated and annual reports
- Monitored the Group's financial reporting procedures and controls, and whether those procedures and controls are operating effectively
- Assessed the risk management process and significant risks facing the Group, the Group's risk strategy and oversaw the Group's use of recognised risk management and internal control models and frameworks
- Monitored the effectiveness of internal controls and the state of the internal control environment, and the internal audit charter
- Reviewed the internal and external audit plans and reviewed the findings and recommendations of the internal and external auditors
- Reviewed the effectiveness of the external auditors and internal auditors
- Considered appropriateness of the expertise and experience of the Group CFO
Committee
Nominations
Committee members
- Maya Makanjee (Chair)
- Johnson Njeke
- Deepa Sita
- Stephen Davidson (retired from the Board and ARCC on 31 July 2024)
100%
Committee focus in FY25
- Reviewed succession planning for executive and non-executive directors
- Monitored Board diversity
- Discussed and agreed on proposed objectives and voluntary targets
- Reviewed the independence of non-executive directors
Committee
Remuneration
Committee members
- Deepa Sita (Chair)
- Maya Makanjee
- Luis Rapparini
- Stephen Davidson (retired from the Board and Remuneration Committee on 31 July 2024)
95%
Committee focus in FY25
- Focused oversight on fair and responsible pay, diversity and inclusion and talent management throughout the Datatec Group
- Continued evolution of remuneration policy
- Determined remuneration packages for executive directors
- Ensured that the short and long-term incentive elements of remuneration provide adequate incentive to executive directors and senior management to deliver, and at the same time stretch them to overachieve (pay for performance)
- Ensured that share incentive schemes are adequate to motivate the retention of key executives
- Ensured the remuneration strategy facilitates the attraction and retention of key talent
- Ensured that the Company's recommendation for remuneration of non-executive directors is equitable
- Continued consultation process with shareholders
Committee
Social and Ethics
Committee members
- Sabine Everaet (Chair)
- Maya Makanjee
- Johnson Njeke
- Stephen Davidson (retired from the Board and Social and Ethics Committee on 31 July 2024)
100%
Committee focus in FY25
- Monitored the employee annual Code of Conduct and anti-bribery and corruption training. In addition, monitored non-compliance of the Group’s Code of Conduct to ensure that robust controls remain in place. This included considering the effectiveness of the Group’s Code of Conduct, as well as effective management of the whistleblowing hotline
- Monitored progress on employment equity in the South African subsidiaries, focusing on the subsidiary plans versus the Department of Labour targets. Monitored that there was no discrimination, and that decent working conditions prevailed in the Group. Ensured that any discrimination reported was investigated in terms of the Group’s policies and guidelines
- Oversaw the Datatec consolidated BBBEE contributor status for the South African subsidiaries. WestconGroup SA and Logicalis SA retained level 1 BBBEE contributor statuses
- Monitored the Group’s standing in terms of the 10 principles of the UN Global Compact, through the letters of representation process
- Oversaw the Group’s response to various climate change initiatives, including reducing the carbon footprint from our operations
- Reviewed the Group’s contribution to the development of communities where we do business, through the Datatec Educational and Technology Foundation and other local initiatives
- Monitored global subsidiaries’ compliance with local health and safety regulations applicable to their jurisdictions and requested internal audit to undertake a health and safety maturity assessment
