The key terms of reference in the Board’s mandate, which form the basis for its responsibilities, are to:
- set and agree the Company’s objectives, strategies and plans for achieving those objectives;
- at least annually review the Corporate Governance process and assess achievement against objectives;
- delegate to sub-committees of the Board, the Chairperson and Executive Directors or any Senior Executive any of the powers, authorities and discretions vested in the Directors, including the power of sub-delegation as they consider necessary to enable the day to day management of the Company’s business. Delegate similarly and as appropriate such powers, authorities and discretions to any subsidiary company’s Board as may exist or be created from time to time;
- determine the terms of reference, policies and procedures of all Board Committees, and review their reports and minutes;
- consider and evaluate reports submitted by members of the Board Committees;
- ensure that an effective risk management process exists and is maintained throughout the Group;
- review and monitor the performance of the Chairperson, Group CEO, Executive Directors, Executive Management and the Committees;
- ensure adequate succession planning exists for the Chairperson, Group CEO, Executive Directors and Executive Management;
- establish (or delegate to sub-committees) and review annually, and approve, changes to Company policies, on recommendation from the Board Risk Committee;
- approve the remuneration of each Director of the Board, the Group CEO and Executive Management, based on the recommendations made by the Board Remuneration Committee, and where relevant, recommend to the shareholders for approval;
- approve capital funding for the Company, and the terms and conditions of rights or other issues and any prospectus in connection therewith;
- ensure an adequate budget and planning process exists, approve annual budgets for the Group. Ensure that performance is measured against approved budgets and business plans;
- recommend acquisitions, mergers, takeovers, divestments of operating companies, equity investments and new strategic alliances by the Company to the shareholders for their approval, when and as required by local law;
- receive, consider and approve any recommendations from the Board Audit Committee to amend accounting policy or practice;
- consider and approve the annual financial statements, interim statements, dividend announcements and notices to shareholders, and consider and agree the basis for considering the Company to be a going concern as per the recommendation of the Board Audit Committee;
- assume ultimate responsibility for financial, operational and internal systems of control, and ensure adequate reporting on these by committees to which they are delegated;
- take ultimate responsibility for regulatory compliance and ensure that reporting to the Board is comprehensive and in line with international best practices;
- ensure a balanced and understandable assessment of the Company’s position in reporting to stakeholders;
- approve borrowing and indebtedness requirements; and
- specifically agree from time to time, matters that are reserved for its decision, retaining the right to delegate any of these matters to any Committee from time to time in accordance with the Articles of Association.
The Board seeks to exercise leadership, integrity and judgment in pursuit of our strategic goals and objectives to achieve long-term sustainable growth and prosperity.
Role of the Chairman
The Chairman of the Board performs the significant role of ensuring proper functioning of the Board, maintaining open lines of communication among the Board of Directors, fostering an environment of trust and transparency and ensuring that the decision making process of the Board is robust and based on accurate information. The Chairman is a conduit between the Board of Directors and Executive Management to ensure that channels for constructive dialogue are established and managed effectively.
The Chairman of the Board also ensures that the Executive Management is aware of important issues discussed by the Board. The Chairman facilitates the provision of necessary tools, information and guidance to the Executive Management for sound and timely decision making. In lieu of the same, Executive Management has an obligation to provide the Board with appropriate and timely information about the decisions taken.