LENMED AIR 2019.pdf

COMPOSITION OF THE BOARD continued Principle 7 continued The governing body should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively. The role of Chairman and CEO remains combined, as per the agreement with the Board. Any potential conflict has been addressed through the appointment of a Lead Independent Director, Mr MG Meehan. Although the Chairman is also CEO, at Board meetings he fulfils and understands the role of Board Chairman, with the executives presenting various reports from their functional areas. The non-executive director and independent non-executive directors provide objective knowledge and experience to the Board’s deliberations. The independence of the non-executive directors is assessed annually and was confirmed by Remco, based on the independence requirements of King IV™. The Board — The Board’s composition is reviewed annually to identify any gaps and ensure that the relevant skills, experience and competencies are in place. Each Board member offers a wide range of skills, knowledge and experience that allows them to exercise independent judgement on Board deliberations and decision making. Rotation and tenure — Directors are appointed through a formal process led by the Remuneration and Nominations Committee. In terms of the memorandum of incorporation, one-third of the Board (other than the executive directors) are subject to retirement and re-election by rotation annually. The appointments of directors appointed at the previous Annual General Meeting (AGM) are confirmed at the subsequent AGM. The directors retiring and offering themselves for re-election at the 2019 AGM can be found in the notice of AGM commencing on page 125 of this Annual Integrated Report. Induction and training — Any new Board members will be provided with an induction and orientation programme on appointment. This covers key policies, terms of reference, Charters, engagements with management and visits to hospitals. Company Secretary — Directors have access to the advice and services of the Company Secretary, who plays an active role in the corporate governance of the Group. They are entitled, at the Group’s expense, to seek independent professional advice about the affairs of the Group regarding the execution of their duties as directors. The Company Secretary is Mr W Somerville, aged 62, who holds an FCIS and ACMA qualification, as well as a diploma in Corporate Law. He is a qualified Chartered Secretary with extensive experience in the company secretarial and corporate governance arenas. The Board has considered and is satisfied with the competence, qualifications, independence and experience of the Company Secretary. The Board is also satisfied that an arm’s-length relationship exists between the Company Secretary and the Board of Directors, as the Company Secretary is not an employee of the Company and provides services on an outsourced basis. The service is provided by CorpStat Governance Services (Pty) Ltd, represented by Mr Somerville. The firm, which has been in business for over 18 years, provides company secretarial and corporate governance advisory services to a range of prominent unlisted and JSE-listed companies. It has a senior team of four qualified and experienced company secretaries. Board Charter — The established Board Charter has been in place and outlines the responsibilities of the Board as follows: + Retain full and effective control of the Group + Give strategic direction to the Group + Monitor management in implementing plans and strategies as approved by the Board + Appoint the Chief Executive Officer + Ensure that succession is planned + Identify and regularly monitor key risk areas and key performance indicators of the business + Ensure that the Group complies with relevant laws, regulations and codes of business practice + Ensure that the Group communicates with shareowners and relevant stakeholders openly and promptly + Identify and monitor relevant non-financial matters + Establish a formal and transparent procedure for appointment to the Board, as well as a formal orientation programme for incoming directors + Regularly review processes and procedures to ensure effectiveness of internal systems of control and accept the total process of risk management + Assess the performance of the Board, its committees and its individual members on a regular basis The Charter also addresses issues such as the composition and size of the Board, Board procedures, matters reserved for Board decisions and the frequency and proceedings of Board meetings. The Charter is reviewed annually by the Board to ensure alignment to best practices. Succession planning — The Remuneration and Nominations Committee (Remco) annually reviews the succession plan for the Chairman/CEO, Deputy CEO, CFO Board of Directors and senior management, and makes recommendations to the Board as required. LENMED ANNUAL INTEGRATED REPORT 2019 65