| CORPORATE
GOVERNANCE (CONTINUED) |
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| Key
governance developments |
| The following developments were important to
Brait's corporate governance process during the year under review: |
| • |
ongoing compliance with King II and other
international corporate governance codes; |
| • |
the inclusion in the JSE Socially Responsible Investment
(SRI) Index for the second consecutive year; |
| • |
the implementation of an audit committee self-assessment,
which evaluated and assessed the effectiveness of the
group audit and risk committee; |
| • |
ongoing awareness of emerging and international governance
trends, which are considered for implementation if deemed
applicable to the business of Brait, taking into account
market practices and substance over form; and |
| • |
the implementation of a formal compliance monitoring
process responsible for evaluating the effectiveness of
the company's compliance to regulatory and legal requirements. |
|
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| Governance
structures |
| Board of directors |
The board meets quarterly and monitors the management,
controls, compliance and proper conduct of the business under
its direction. Having due regard for the recommendations by
its executive committees, the board determines and monitors
matters relating to the implementation and/or modification of
policies and strategic plans, group investments and dispositions,
major capital expenditure and operating and financial budgets.
The board Charter describes the board's mission, duties and
responsibilities and, in particular, salient aspects concerning
the following: |
| • |
the fiduciary responsibilities of directors; |
| • |
board composition and leadership; |
| • |
induction and orientation of new directors; |
| • |
conduct regarding conflicts of interest; |
| • |
evaluation of directors; |
| • |
board relationship to staff and external advisors, including
unrestricted access to company books and records; |
| • |
succession and emergency planning; and |
| • |
board meetings and procedures. |
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In terms of the board Charter, the directors
are to be assessed annually, both individually as directors,
and collectively as a board. In addition, the non-executive
members of the board, in consultation with the chairperson,
formally evaluates the performance of the chief executive officer
(CEO) on an annual basis.
In accordance with the company's Articles of Incorporation,
all directors are subject to re-election by shareowners at each
annual general meeting. The board comprises people with skills,
knowledge and experience who are conscious of their duty to
ensure that the group maintains a high standard of corporate
governance.
The board has ensured that its information needs are well defined
and regularly monitored. A formal orientation programme with
members of management is provided to assist all newly appointed
directors. Directors have unrestricted access to all group information,
records and documents and are provided with comprehensive board
packs prior to each scheduled meeting. If necessary, a board
member may take independent professional advice concerning the
affairs of the group, at the expense of the group. |
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| Board membership and meeting
attendance |
| The board of directors of the company is chaired
by an independent non-executive director of the company who
is supported by an additional six independent non-executive
directors and six executive directors. The board is therefore
comprised of a majority of non-executive, directors who are
also independent of management and promote the interests of
stakeholders. The independence of the nonexecutive directors
has been assessed having regard to the criteria set out in international
corporate governance codes, and King II. |
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| Serving members of the Brait S.A. board, the
date of their appointment, and their attendance at board meetings,
are as follows: |
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Number of |
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|
meetings |
|
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|
attended |
|
|
Date of |
during |
Attendance |
| |
appointment |
the
year |
record |
|
|
|
|
|
|
4 meetings |
|
| Non-executive
directors |
|
held |
|
| ME King (Senior Chairman)* |
29 July 1998 |
4 |
100% |
| RJ Koch† |
29 July 1998 |
4 |
100% |
| AM Rosenzweig‡ |
29 July 1998 |
3 |
75% |
| JE Bodoni** |
29 July 1998 |
3 |
75% |
| HRW Troskie‡ |
27 July 2005 |
3 |
100% |
| PL Wilmot* |
3 August 1999 |
4 |
100% |
| PAB Beecroft† |
27 July 2005 |
3 |
100% |
| Executive
directors |
|
|
|
| AC Ball* |
29 July 1998 |
4 |
100% |
| JA Gnodde* |
27 July 2005 |
3 |
100% |
| JJ Coulter° |
27 July 2005 |
3 |
100% |
| CJ Tayelor* |
29 July 1998 |
4 |
100% |
| SJP Weber** |
28 May 2001 |
3 |
75% |
| BI Childs† |
27 July 2005 |
3 |
100% |
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| * |
South African, ** Luxembourgish, †
British, ‡ Dutch, ° Irish |
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