Page 24 - Niveus - Integrated report 2013

THE BOARD
The Niveus board is responsible for leading and controlling the strategic and
governance direction of Niveus and its subsidiaries. The composition of the board
complies with the King III principle which recommends that the board should
comprise a balance of power with a majority of non-executive directors, the majority
of whom should be independent.
The board comprises seven members of whom five are non-executive directors.
Four of the non-executive directors are independent, with Yunis Shaik acting as
lead independent non-executive director. The independence of the directors was
evaluated by weighing all relevant factors, including length of service on the board,
which may impair independence.
The majority of the board members are black people as defined in the Broad-Based
Black Economic Empowerment Act, 53 of 2003.
The roles of chairman and chief executive officer are separate, and the composition
of the board ensures a balance of authority, precluding any one director from
exercising unfettered powers of decision-making. The directors are individuals of
a high calibre with diverse backgrounds and expertise, facilitating independent
judgement and broad deliberations in the decision-making process.
The board annually evaluates its composition to ensure an appropriate mix of skills
and experience. The board also ensures that the collective skills and experience of
directors are suitable to carry out their responsibilities, to achieve the company’s
objectives and to create shareholder value over the long term.
Non-executive directors are selected for their broader knowledge and experience
and are expected to contribute effectively to decision-making and the formulation of
policy. Executive directors contribute insight into day-to-day operations.
Directors are appointed through a formal process, with the remuneration committee
assisting, where necessary, with the process of identifying suitable candidates,
subject to shareholder approval. An informal orientation programme is available to
incoming directors. At least one-third of the directors resign annually on a rotational
basis, which retiring directors may be re-elected.
The boards of the company’s major subsidiaries and operating divisions are similarly
constituted with the necessary mix of skills, experience and diversity. There is also
an appropriate mix between executive and non-executive appointments.
Since listing in September 2012, two board meetings were held during the financial
year. Please refer to page 29 for attendance at these meetings.
Delegation of authority
The board delegates the power to run the day-to-day affairs of the company to the
chief executive officer, who may delegate some of these powers. The board also
delegates powers to the elected subcommittees. In particular, the board has tasked
the audit and risk committee to establish a compliance framework and process.
CORPORATE GOVERNANCE
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Niveus Investments Limited integrated Report 2013
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