Governance
Corporate structure
The Board of Directors of Mvelaphanda Group endorses
the Code of Corporate Practices and Conduct recommended
in the King II Report. The Board recognises that corporate
governance is a developing process. Accordingly, it reviews
the degree of compliance with the Code on an ongoing
basis and implements procedures to ensure further compliance
where appropriate.
Mvelaphanda Group is South Africa’s leading broad-based,
black-controlled, owned and managed diversified group,
which holds investments in a range of companies in the
financial services, consumer services, construction and
infrastructure, telecoms, media and technology and operates
cash-generative businesses in the areas of facilities
management, security, catering and cleaning.
The Group’s investment activities entail the management
of investments and the provision of support, leadership
and strategic guidance where appropriate to these companies,
rather than being involved in the day-to-day operations
of the companies.
The Group encourages compliance by these companies with
all appropriate corporate governance codes and principles.
The Group is actively involved in the day-to-day operations
of its services businesses. All operating businesses
and subsidiaries have adopted the Group’s code of corporate
governance and practices. Compliance with this code of
corporate governance and practices is monitored on an
ongoing basis.
Board charter
The Board of Mvelaphanda Group Limited has adopted a
board charter which covers, inter alia, the following:
- The role and function of the board.
- The board structure.
- Meeting procedures.
- Monitoring of investment and operational performance.
- Risk management and internal control.
- Code of ethics.
Composition of the board of directors
The Board of Directors comprises an Executive Chairman,
an Executive Deputy Chairman, three executive directors
(including a Chief Executive Officer), and eight non-executive
directors (six of whom are independent). The roles of
the Chairman and Chief Executive Officer are separated.
There is adequate division of responsibilities amongst
board members to ensure a balance of power and authority.
Appointment of new directors
The appointment of new directors is considered by the
Board as and when the need arises, and from time to time.
Recommendations for the appointment of new directors
are made by the nomination committee of the Board and
approved by the full Board of Directors. If appropriate,
external consultants are engaged to recommend candidates
for appointment to the Board. Executive directors are
appointed to the Board on the basis of functional expertise,
experience and overall contribution to the Group. Non-executive
directors are selected on the basis of industry knowledge,
professional skills and experience. The nomination committee
of the board comprises:
- MSM Xayiya (Executive Deputy Chairman) who serves
as chairman of the nomination committee;
- YZ Cuba (Chief Executive Officer);
- D Moshapalo (Independent non-executive director);
- MZ Mpofu (Independent non-executive director); and
- CD Stein (Non-executive director)
Rotation of directors
In terms of the company’s articles of association,
one-third of the directors (excluding the managing director
and any director referred to below) shall retire from
office at every annual general meeting of the company.
The directors who retire in terms thereof shall be those
who have been longest in office since their last election.
In addition to the aforementioned retiring directors,
any director appointed as such after the conclusion of
the company’s preceding annual general meeting shall
retire from office at the conclusion of the annual general
meeting held immediately after his appointment. Any retiring
director shall be eligible for re-election, and, if re-elected,
shall be deemed not to have vacated his office. |
