The Board is ultimately responsible for the Group’s business, approval of the strategy and key policies and is the focal point and custodian of corporate governance at Mpact. It is also responsible for approving the Group’s strategy, financial objectives and targets. The roles of the Chairman and CEO are separate and not held by the same person.
The Board comprises eight Directors, two of whom are Executive Directors. The remaining six Directors, two of whom are women, are all Independent Non-executive Directors. The two Executive Directors include a CEO and CFO in accordance with the JSE Listings Requirements, to ensure, among others, that the Board has more than one point of direct interaction with management.
The Non-executive Directors are not involved in the day-to-day management of the business and are not full-time salaried employees of the company and/or any of its subsidiaries. Nonexecutive Directors bring an independent view to the Board’s decision-making. As a Group, they have a significant influence at Board meetings.
The Board is led by an Independent Non-executive Chairman elected by the Board, while the operational management of the Group is the responsibility of the CEO. The CEO is appointed by the Board. The Board recognises the necessity for Directors to occasionally seek independent professional advice at the Group’s expense. In this regard, the Board has adopted a Board Policy on the procedure for taking professional advice.
Board committees
Audit and Risk
Members: TDA Ross (Chairman), PCS Luthuli, DG Wilson
The Audit and risk committee acts for Mpact and all its subsidiaries, and is an independent body accountable to the Board. It operates within a documented charter and complies with all relevant legislation, regulation and governance codes and executes its duties in terms of the requirements of King IV.
The Audit and Risk Committee consists of entirely Independent Non-executive Directors as envisaged in the Companies Act, King IV™ and the JSE Listings Requirements. The members of the Audit and Risk Committee are appointed at each AGM of the company, in accordance with and subject to the requirements and criteria as set out in section 94(2). All the members of the Audit and Risk Committee have the prescribed academic qualifications and experience.
Remuneration and Nomination
Members: PCS Luthuli (Remuneration Chairman), AJ Phillips (Nomination Chairman), M Makanjee, TDA Ross, DG Wilson
The committee considers the remuneration policy of the Group and if required, and makes recommendations to the Board on all aspects of remuneration. The committee further ensures that the Executive Directors, prescribed officers and senior managers are fairly rewarded for their individual contributions to the Group’s overall performance.
The committee is also responsible for identifying and evaluating suitable potential candidates for appointment to the Board and recommending the same to the Board, which may then appoint such candidate in accordance with the MOI.
Social and Ethics
Members: M Makanjee (Chairman), ABA Conrad, BW Strong
The Social and Ethics Committee is a statutory committee of the Board appointed in terms of section 72(4) of the Companies Act. The role of the Social and Ethics Committee is to assist the Board with the oversight of social and ethical matters relating to the Group. The composition of the committee satisfies the requirements of the Companies Regulations and, in addition, meets the higher requirements of King IV™, namely that the majority of members should be Non-executive Directors.
Executive committee
The Exco is responsible for making recommendations to the Group Board and ultimately the Mpact Board regarding the Group’s policies and strategies and for monitoring their implementation in accordance with the Board’s directives. The Exco meets five times a year and is responsible for the Group’s operational activities, developing strategy and policy proposals for consideration by the Board, and implementing the Board’s directives. The committee 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;
- developing, implementing and monitoring policies and procedures, internal controls, governance, risk management, ethics and authority levels;
- monitoring and enforcing good corporate governance practices and the application of the Code of Ethics, as defined and adopted by the Board;
- guiding and controlling the overall direction and control of Mpact, and acts as a medium of communication between business units, subsidiaries and the Board;
- ensuring appropriate co-ordination between Mpact, its subsidiaries and the various business units;
- and ensuring the adequacy of the Group’s reporting arrangements.
The Exco has specific key performance areas and targets set in line with the approved strategy and monitored by the Board with the assistance of the Remuneration and Nomination Committee.