CORPORATE
GOVERNANCE REPORT |
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| CASCADES, Sun City |
SUN CITY HOTEL |
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| Succession planning |
| Succession planning for the purposes of identifying, developing
and advancing future leaders and executives of the group is an
ongoing element of the board’s responsibility which is carried out
through the remuneration and nomination committee. |
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| Board and committee evaluations |
| The board evaluates its own performance, processes and
procedures in terms of a self-evaluation process every two years,
the last evaluation having been carried out in 2008. Through the
remuneration and nomination committee, the board informally
appraises the performance of the board chairman. The board
chairman evaluates the contribution of each individual nonexecutive
director. The remuneration and nomination committee,
through the board chairman, is required to appraise the
performance of the chief executive. The results of this appraisal
are considered by the remuneration and nomination committee
in the evaluation of and the determination of the remuneration
of the chief executive. Board committees are also reviewed by
way of self-evaluations every two years, the last evaluations also
having taken place in 2008. Action plans to improve outcomes,
where necessary, or to implement suggestions for improvements
made by the directors or committee members, have been
implemented in terms of best practice. |
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| Directors’ period of office and retirement |
| In terms of the company’s articles, new directors may only hold
office until the next annual general meeting at which they will be
required to retire and offer themselves for re-election. Directors
are subject to retirement by rotation at least once in every three
years. The retirement age for an executive director is 60, and for
a non-executive director, 70, subject to review at the discretion
of the board and the remuneration and nomination committee. |
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| Induction of directors |
| On appointment all directors are provided with an induction
programme and materials aimed at broadening their
understanding of the group and the business environment and
markets in which the group operates. This process is carried out
over a period of time and includes the provision of background
material, meetings with senior management and visits to the
group’s operations. The group secretary plays a role in the
induction of new directors. All directors are expected to keep
abreast of changes and trends in the business and in the group’s
environments and markets, including changes and trends in the
economic, political, social and legal climate. |
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| Access to company information and
confidentiality |
| Procedures are in place, through the board chairman and the
company secretary, enabling the directors to have access, at
reasonable times, to all relevant company information and to
senior management, to assist them in the discharge of their duties
and responsibilities and to enable them to take informed decisions.
Directors are expected to strictly observe the provisions of the
statutes applicable to the use and confidentiality of information. |
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| Independent professional advice and
company secretary |
A procedure is in place for directors to take independent
professional advice, for the furtherance of their duties, if
necessary, at the company’s expense, subject to prior notification
to the board chairman or the company secretary.
The company secretary provides a central source of advice to
the board on the requirements of the Code and corporate
governance and, in addition to the company secretary’s statutory and other duties, provides the board as a whole, directors
individually, and the committees with guidance as to how their
responsibilities should be discharged in the best interests of
the company. The appointment and removal of the company
secretary is a matter for the board as a whole. |
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| Directors’ and officers’ liability insurance |
| Directors’ and officers’ liability insurance cover is in place. |
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| Conflicts of interest |
| Directors are required to inform the board of any conflicts or
potential conflicts of interest which they may have in relation to
particular items of business. Directors are required to recuse
themselves from discussions or decisions on those matters where
they have conflicts or potential conflicts of interest and the board
may, if it deems appropriate, request a director to recuse
himself/herself from the meeting for the duration of the matter
under discussion. |
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| Board meetings |
A minimum of four board meetings is scheduled per financial
year to consider, deal with and review, inter alia, strategic and
key issues, financial issues, quarterly operational performance, and any specific proposals for capital expenditure relative to the
company and the group.
In addition, the board holds a strategy meeting with executive
management on an annual basis to determine strategic direction
and to consider plans proposed by management for the
achievement thereof. Progress against the strategic plan is
monitored by the board on a quarterly basis.
Additional board meetings are convened on an ad hoc basis, if
necessary, to deal with extraordinary issues of importance which
may require urgent attention or decision.
Directors are required to use their best endeavours to attend
board meetings and to prepare thoroughly therefor and are
expected to participate fully, frankly and constructively in
discussions and to bring the benefit of their particular knowledge
and expertise to the board meetings.
Non-executive directors meet without executive directors present
at the time of board meetings, as necessary.
Six board meetings were held during the 2008 financial year and
a further two since then and to the date of this report. Details of
attendance by each director are as follows: |
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3 July
2007
(strategy) |
4 July
2007
(ad hoc) |
29 Aug
2007
(quarterly) |
27 Nov
2007
(quarterly) |
6 March
2008
(quarterly) |
29 May
2008
(quarterly) |
1 July
2008
(strategy) |
28 Aug
2008
(quarterly) |
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| DA Hawton |
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| DC Coutts-Trotter |
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| H Adams** |
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• |
* |
n/a |
| RP Becker |
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| L Boyd*** |
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n/a |
n/a |
n/a |
| PL Campher |
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| MP Egan |
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X |
| NN Gwagwa |
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X |
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| IN Matthews |
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X |
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| LM Mojela |
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X |
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| MV Moosa |
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| DM Nurek |
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X |
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| E Oblowitz |
X |
X |
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| GR Rosenthal |
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| PEI Swartz**** |
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X |
n/a |
n/a |
n/a |
n/a |
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X
n/a
•
*
**
***
**** |
present
apologies
not applicable
recused for part of the meeting
recused
resigned 26 August 2008
deceased 28 March 2008
resigned 11 February 2008 |
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