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• Corporate governance and policies

CORPORATE GOVERNANCE & POLICIES

Commitment and approach

Directors of Mpact endorse, and accept full responsibility for, the application of the principles necessary to ensure that effective corporate governance is practiced consistently throughout the Group. It is the intention to comply with the requirements of the King Code in both letter and spirit. Mpact’s approach to corporate governance strives to be stakeholder-inclusive, and based on good communication and integration.

The directors have pro-actively taken steps to ensure that all the elements required to make the Group fully compliant with the recommendations incorporated in the King Code have been implemented. The Board is of the opinion that Mpact is substantially compliant with the King Code.

Board practices

The Board consists of two executive directors and five non-executive directors, all of whom are independent. The Board is ultimately responsible for the Group’s business, its strategy and key policies. The Board is also responsible for approving the Group’s financial objectives and targets. In compliance with the Companies Act, members of the Board will be nominated and appointed by the Company’s shareholders, although the Board will also have the powers to appoint additional directors.

Non-executive directors bring an independent view to the Board’s decision-making. Generally, directors have been nominated based on their calibre, knowledge, experience and impact they are expected to have, and the time and attention they can devote to the role.

The remuneration and nomination committee is responsible for vetting the individuals nominated for approval. New directors are taken through a formal induction programme and are provided with all the necessary background and information to familiarise them with issues affecting the Board.

The directors who are also members of the executive committee of the Company, namely Bruce Strong and Les Leong, are involved in the day-to-day business activities of the Group and responsible for ensuring that the decisions approved by the Board are implemented.

In line with best practice, the roles of chairman and CEO are separate. The Board is led by the chairman, while the operational management of the Group is the responsibility of the CEO of the Company. No business of the Group is or will be managed by a third party.

Committees

The Board has established several committees in which non-executive directors play a pivotal role:

Audit and risk committee

The Group’s audit and risk committee is made up of at least three non-executive directors, all of whom are independent. Timothy Ross, as Chairman, Andrew Thompson and Neo Dongwana are the current members of the Group’s audit and risk committee.

The audit and risk committee provides the Board with assurance regarding the quality and reliability of financial information used by the Board and the financial statements of the Group and, on an annual basis, considers and confirms to the shareholders the appropriateness of the expertise and experience of the CFO. In addition, the audit and risk committee drafts the Group’s audit policy, reviews the internal control systems, the financial control systems, the accounting systems, reporting and internal audit functions and sets the Group’s policy on non-audit services.

Remuneration and nomination committee

Anthony Phillips (Chairman), Timothy Ross and Nomalizo Langa-Royds are the members of the Group’s remuneration and nomination committee. The remuneration and nomination committee considers the remuneration policy of the Group with the assistance and guidance of independent experts, if required, and makes recommendations to the Board. Furthermore, it ensures that the Group’s directors are fairly rewarded for their individual contributions to the Group’s overall performance.

The remuneration and nomination committee considers the bonuses, which are discretionary and based upon general economic variables, the performance of the Group and the individual’s performance, share options and certain other employee benefits and schemes. No remuneration of any nature shall be paid, increased or varied to any directors without the prior approval of the members of the committee.

Executive committee

The executive committee comprises the CEO and certain senior executives of the Group. It is responsible for the operational activities of the Group, developing strategy and policy for consideration by the Board and implementing the Board’s directives. It has a properly constituted mandate and terms of reference. Other responsibilities include:

• leading the Executive, Management and staff of the Group;
• developing the annual budget and business plans for approval by the Board; and
• developing, implementing and monitoring policies and procedures, internal controls, governance, risk management, ethics and authority levels.

Social and ethics committee

The social and ethics committee comprises Nomalizo Langa-Royds (Chairperson), Andrew Thompson and Neo Dongwana. It is tasked with, inter alia, monitoring the Group’s activities in respect of sustainability issues, having regard of relevant legislation and best practice, social and economic development (including BBBEE), good corporate citizenship, the environment, health and safety, labour and employment.

Company Secretary

The Company Secretary is responsible to the Board for, inter alia, ensuring compliance with procedures and applicable statutes and regulations. To enable the Board to function effectively, all directors have full and timely access to information that may be relevant to the proper discharge of their duties. This includes information such as corporate announcements, investor communications and other developments which may affect the Group and its operations. This also includes access to management where required.

Relations with shareholders

The Group is committed to communicating its strategy and activities to shareholders and, to that end, maintains an active dialogue with investors through an investor relations programme. This programme includes:

• formal presentations of year-end and interim results;
• briefing meetings with major institutional shareholders following the release of results; and
• hosting of investor and analyst sessions.

Share dealings

The Group adopts a share dealing policy requiring all directors, management and the Company Secretary to obtain prior written clearance from either the chairman or Company Secretary to deal in shares. The chairman would require prior written clearance from the chairman of the audit and risk committee. Closed periods shall be observed as required by the JSE Listings Requirements. During these periods, the directors, management and employees would not be permitted to deal in shares. Additional closed periods will be enforced should the Group be subject to any corporate activity where a cautionary announcement is published.

Promotion of Access to Information Act

The Act grants a Requester access to records of the Company, if the record is required for the exercise or protection of any rights. If a public body lodges a request, the public body must be acting in the public interest. Mpact’s Promotion of Access to Information Act manual is available for download below:

Promotion of Access to Information Act manual (PDF - 374KB)