The Board has delegated some of its functional responsibilities to Committees by means of clearly defined mandates.

The committees of the Board are as follows:

  • Audit and risk committee;
  • Social and ethics committee;
  • Remuneration committee; and
  • Nomination committee.

Audit and risk committee (“ARC”)

The ARC comprises three independent non-executive directors. The chairman of the Board, CEO and the chief financial officer (“CFO”) are permanent invitees to the meeting. The ARC holds a minimum of three meetings per annum.

The committee oversees the following functions:

  • Integrated reporting
  • Combined assurance
  • The finance function
  • Internal audit
  • Risk management
  • External audit

Audit and Risk Committee Members

Geoffrey George Fortuin
Geoffrey George Fortuin (Chairman)
BCom (Acc), BCom (Acc) (Hons), CA(SA)

Independent non-executive director

Larry Wilson Riddle
BCom, BAccSc(Hons), CA(SA)

Independent non-executive director

Tanya Golden
LLB, LLM (UCT), LLM (AU, USA)

Independent non-executive director

Social and ethics committee (“SEC”)

The SEC comprises four members, three non-executive directors. The SEC is chaired by Gary Vaughan-Smith. The SEC holds a minimum of two meetings per annum.

The SEC monitors the sustainable development and non-financial performance of the Group, specifically relating to:

  • stakeholder management, engagement and reporting;
  • health and public safety, including occupational health and safety and the
  • quality of the Group’s products and services;
  • broad-based black economic empowerment;
  • diversity management;
  • labour relations and working conditions;
  • training and skills development;
  • management and monitoring of the Group’s environmental impact;
  • ethics management; and
  • corporate social investments.

Social and Ethics Committee Members

Gary Vaughan-Smith (Chairman)
B.Sc. (Hons) Mathematical Statistics, M.Phil. Finance, Fellow of the Institute of Actuaries

Non-executive director

Wouter André Hanekom
Wouter André Hanekom
CA(SA)

Independent non-executive director

Tanya Golden
LLB, LLM (UCT), LLM (AU, USA)

Independent non-executive director

Remuneration committee (“Remco”)

The Remco comprises three independent non-executive directors. The Remco is primarily responsible for reviewing and approving executive remuneration and assisting the Board in reviewing non-executive director remuneration recommendations. The Remco’s charter was amended in 2020. Reference to the human capital elements was removed to ensure that the committee only focuses on remuneration-related aspects. The Remco takes cognisance of local and international best practice to ensure that the Group’s remuneration practices are fair and reasonable for executives and the Company.

Remuneration Committee Members

Geoffrey George Fortuin
Geoffrey George Fortuin (Chairman)
BCom (Acc), BCom (Acc) (Hons), CA(SA)

Independent non-executive director

Larry Wilson Riddle
BCom, BAccSc(Hons), CA(SA)

Independent non-executive director

Wouter André Hanekom
Wouter André Hanekom
CA(SA)

Independent non-executive director

Nomination committee

The Nomcom comprises two independent non-executive directors and one non-executive director. The Nomcom is primarily responsible for conducting recruitment processes and recommending suitable candidates to the Board to fill Board vacancies as and when a vacancy arises.

Nomination committee members

Wouter André Hanekom
Wouter André Hanekom (Chairman)
CA(SA)

Independent non-executive director

Larry Wilson Riddle
BCom, BAccSc(Hons), CA(SA)

Independent non-executive director

Gary Vaughan-Smith
B.Sc. (Hons) Mathematical Statistics, M.Phil. Finance, Fellow of the Institute of Actuaries

Non-executive director