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Corporate governance continued Board and sub-committee membership 1 October 2002 to 30 November 2003 Name Classification Designation Boards ABIL board committees Mabogoane AS Independent non-executive Chairman ABIL and ABL ✓ ✓ ✓ ✓ Kekane JJ Independent non-executive ✓ ✓ ✓ ✓ Shongwe BJT Independent non-executive ✓ ✓ ✓ ✓ Tembe DFG Independent non-executive Chairman Group Remuneration and (Mozambican) Transformation Committee ✓ ✓ ✓ ✓ Levitt SA Non-executive ✓ ✓ ✓ ✓ Tugendhaft A Non-executive ✓ ✓ ✓ ✓ Steffens GZ (German) Independent non-executive Chairman Group Risk Committee ✓ ✓ ✓ ✓ Naidoo R Independent non-executive Chairman Directors’ Affairs Committee ✓ ✓ ✓ ✓ Steele BPF Independent non-executive ✓ ✓ ✓ ✓ ✓ Gibbon DB Independent non-executive Chairman Group Audit Committee ✓ ✓ ✓ ✓ Goba BD Independent non-executive ✓ ✓ ✓ ✓ Kirkinis L* Executive CEO ABIL ✓ ✓ ✕ ✕ ✕ Schachat G** Executive Deputy Chairman ABIL ✓ ✓ ✕ ✕ Sokutu TM Executive MD: Retail Lending ✓ ✓ ✓ Woollam DF Executive Financial Director ABIL ✓ ✓ ✓ ✓ ✕ Herselman AG Executive MD: Collections ✓ ✓ De Ridder JA Executive MD: Specialised Lending ✓ ✓ ✓ ✓ Fourie A Executive MD: Innovation ✓ ✓ Symmonds RJ Non-executive director resigned 19 May 2003 ✕ ✕ ✕ Adams N Non-executive director resigned 18 March 2003 ✕ ✕ ✕ Marais DP Resigned as executive director ABL on 18 February 2003 ✕ Ramsingh V Resigned as executive director ABL on 3 February 2003 ✕ Coetzer EE Resigned as executive director ABL on 18 February 2003 ✕ Mendelowitz MP ✓ Jawno JM ✓ Georgiou JR*** ✕ ✕ Rossi R Resigned as director on 18 February 2003 ✕ Birrel AS Resigned as director of Stangen on 13 November 2002 ✕ Kirk IM Chairman Stangen ✓ Martin S Secretary ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Active membership ✕ Resigned * Leon Kirkinis resigned as a director of Stangen on 6 March 2003 and Theta on 25 September 2003 ** Gordon Schachat resigned as a director of Stangen on 6 March 2003 and Theta on 25 September 2003 *** Raymond Georgiou resigned as a director of Stangen on 14 November 2002 and Theta on 18 February 2003 ABL = African Bank Limited African Bank Investments Limited 46 ABIL ABL Theta Stangen Directors’ Affairs Group Audit Group Risk Group Remuneration and Transformation
Skills and experience of the board In determining the size of the board, the directors considered the nature, size and complexity of the group as well as its stage of development. The board believes that having directors with relevant business and industry experience is beneficial to the board as a whole as directors with such background can provide a useful perspective on significant risks and competitive advantages and an understanding of the challenges facing the business. The board monitors the mix of skills and experience of directors in order to assess whether the board has the necessary tools to perform its oversight function effectively. The board undertook an exercise to identify the mix of skills, experience and other qualities it required for it to function competently and efficiently. This led to the appointment of additional non-executive directors during the course of 2003 and the board as a whole now reflects, amongst others, the following skills and experience: Working knowledge of the Companies Act, Banks Act, JSE Listings Requirements and King II Risk management Auditing Legal Corporate governance Financial General business Diverse age profiles Cultural and gender diversity The board is thus appropriately comprised of competent, committed individuals with diverse and complementary skills to ensure that there is sufficient breadth of experience at a board level of directors who have the relevant skills and experience to fully discharge their duties. Selection, appointment and rotation of directors A nominations sub-committee of the Directors’ Affairs Committee considers all director appointments. The charter of the Directors’ Affairs Committee makes provision for formalising procedures for assisting the board with director selection and appointment of directors. Should the sub-committee be satisfied that the appointment would add value to the board as a whole a recommendation is made to the Directors’ Affairs Committee as per its approved charter. After due consideration, the Directors’ Affairs Committee then recommends the appointment for consideration to the full board subject to the approval of the South African Reserve Bank and other regulatory authorities as well as “fit and proper” tests in terms of the Banks Act and the JSE Listings Requirements. This is regarded as a formal and transparent procedure. All director appointments are subject to confirmation by shareholders at the annual general meeting. Directors are appointed with an intimate knowledge of those issues pertinent to the committed strategic direction and defined strategy of ABIL and its subsidiaries as well as the qualities expected of all directors and those specific to executive and non-executive directors. All directors are appointed for specific terms and reappointment is not automatic. A third of directors retire by rotation annually, and if eligible their names are submitted for re-election to the annual general meeting. Brief curriculum vitaes of the relevant directors accompany the notice in the annual report. Composition of the board The current ABIL and African Bank board of directors (the “board”) includes seven executive directors and eleven nonexecutive directors, as depicted in the table. The board as a whole has considered the classification of directors as independent non-executive, non-executive and executive. This classification will be reviewed on an annual basis or more frequently if necessary. Induction and training As previously discussed, there is a formal procedure for the induction and training of directors. In addition to the induction programme for new directors, specific training workshops for all directors were conducted on the following: The impact on directors of the Banks Act, its regulations and recent amendments The impact of King II The impact of the new JSE Listings Requirements Board charter A board charter has been developed and it confirms the board’s responsibilities for various issues. The key principles embodied by the charter are: The role of the board and management Board composition and conduct of directors Board governance The reserved and delegated powers of the board Director selection, appointment, induction and training Duties of directors Risk management, compliance and internal controls The directors of ABIL also subscribe to the following guidelines as contained in the board charter: Every director shall: at all times conduct himself/herself in a professional manner, having due regard to his/her fiduciary duties and responsibilities to the group; uphold the core values of integrity and enterprise in all dealings on behalf of the group; ensure that he/she has sufficient time available to devote to his/her duties as a director; be diligent in discharging his/her duties to the group and seek to acquire a broad knowledge of the business of the group so as to be able to provide meaningful direction to it; 47 African Bank Investments Limited
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African Bank Investments Limited AN
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2,5 2,0 1,5 1,0 0,5 0 JSE statistic
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Five-year history Four-year compoun
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Features 35 30 25 20 15 10 5 0 Head
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Focus and strategy The focus of the
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Profile African Bank Investments Li
Page 13 and 14: 1994 Formation of investment trust
Page 15 and 16: Performance against key objectives
Page 17 and 18: Short to medium-term objectives OBJ
Page 19 and 20: African Bank Investments Limited We
Page 21 and 22: Letter to stakeholders ABIL believe
Page 23 and 24: Incwadi eya kwabanezabelo iqhutshiw
Page 35 and 36: Currency adjusted group balance she
Page 37 and 38: Management discussion Overview Key
Page 39 and 40: 12 months ended 12 months ended 30
Page 41 and 42: Capital adequacy model Non-performi
Page 43 and 44: 8 000 7 000 6 000 5 000 4 000 3 000
Page 45 and 46: Sales analysis - number and average
Page 47 and 48: excluding the Saambou PLB acquisiti
Page 49 and 50: The improved credit conditions are
Page 51 and 52: ook and the written-off book. To th
Page 53 and 54: Statement of average balances Weigh
Page 55 and 56: Divisional reports Operationally, A
Page 57 and 58: collection strike rates, which has
Page 59 and 60: ABIL also expanded its portfolio to
Page 61 and 62: Collections business unit. Its most
Page 63: Issue arising Corrective action req
Page 67 and 68: Corporate governance continued regu
Page 69 and 70: from the committee responsible for
Page 71 and 72: that the risk policies and strategi
Page 73: Table 1: Remuneration and fees Serv
Page 76 and 77: Risk review ABIL views risk as an i
Page 79 and 80: Risk review continued Undesirable r
Page 81 and 82: Top ten risks Mitigating factors Ri
Page 83 and 84: Credit risk African Bank Retail Cre
Page 85 and 86: on a regular basis to ensure proper
Page 87 and 88: Social commitment Given the nature
Page 89 and 90: Embarking on a journey The process
Page 91 and 92: The progress The corporate social c
Page 93 and 94: Shareholders’ information Number
Page 95 and 96: agreements, to ensure that the mate
Page 97 and 98: The interest rate charged is determ
Page 99 and 100: Continued effort and focus will go
Page 101 and 102: services of the best employees. The
Page 103 and 104: The African Bank Foundation accepts
Page 105 and 106: Index to global reporting initiativ
Page 107 and 108: Directors’ responsibility The dir
Page 109 and 110: Directors’ report 30 September 20
Page 111 and 112: INTEREST OF THE DIRECTORS IN THE SH
Page 113 and 114: n4 The strike prices of the share o
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Income statement for the year ended
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Cash flow statement for the year en
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Equity accounted income, which is i
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1.9 Revenue recognition Interest in
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Group Company 2003 2002 2003 2002 R
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Group Company 2003 2002 2003 2002 R
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Group Company 2003 2002 2003 2002 R
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111 Group 2003 2002 R000 R000 12. L
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Group Company 2003 2002 2003 2002 R
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Group Company 2003 2002 2003 2002 R
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117 Group 2003 2002 R000 R000 25. R
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Group Company 2003 2002 2003 2002 R
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One to Four to Beyond Non-interest
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One to Four to Beyond Up to one thr
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125 Group 2003 2002 R000 R000 37. O
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Appendix B Investments in associate
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Appendix D Segmental advances and p
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Appendix F Group structure and prof
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3.4.4 ensure that a comprehensive s
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7.4.3 All directors are required to
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6.3 any general payment shall be ma
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13.6 Any repurchases shall comply w
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DIRECTORS’ CURRICULUM VITAES Anto
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6. Isinqumo esejwayelekile esinguno
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12.9.1 kuyokwenziwa ngokulandela uM
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16. Ukuvota nezithunywa Bonke abani
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Form of proxy AFRICAN BANK INVESTME
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Ifomu yokuqoka isithunywa esizokume
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Members of the ABIL board ASHLEY SE
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RAMANI NAIDOO (41) BA LLB Non-execu
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Corporate information COMPANY REGIS
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GRAPHICOR 30006
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