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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;
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African Bank Investments Limited