Support Build Plan - Dimension Data

corporate governance report
This report contains a summary of how the Board has complied with the
principles set out in the Combined Code.
As the Company has a September 2003
year end, it is required to report on
compliance relating to Section 1 of the
Combined Code issued in June 1998, and
the Company has been in compliance with
this edition of the code throughout the
year, except that Jeremy Ord has held the
combined role of chairman and chief
executive. The Company is working
towards compliance with the provisions of
the Combined Code issued by the
Financial Reporting Council in July 2003,
and this report contains a summary of
how the Board has applied the revised
principles. The Company has been in
compliance with the provisions of the
revised code except where stated below.
The Operational Review and the Financial
Review contain detailed reviews of the
Group’s performance and financial
position. The Board considers these
reports, along with the Chairman’s
Statement and the Directors’ Report, to
reflect accurately the Group’s position and
prospects. The Directors’ responsibility for
the financial statements is described on
page 50.
Board of Directors
During the period, the Board comprised
the executive chairman, three further
executive directors and six non-executive
directors, including Gordon Waddell as
senior independent non-executive director.
Effective 17 November 2003 Robert
Mansfield resigned from the Board and
Josua Malherbe was appointed to the
Board. Josua Malherbe will be standing for
election at the Annual General Meeting.
Gordon Waddell will be continuing as
senior independent non-executive director.
34 DIMENSION DATA
Biographical details for all the directors
can be found on pages 12 to 15.
The Board considers all its present nonexecutive
directors, except David Frankel
and Josua Malherbe, to be fully
independent in accordance with the
definitions under the new Combined Code.
The Board is aware of the guidance
contained in the Combined Code on
situations where the roles of chairman
and chief executive are combined, and is
seeking to separate the positions.
The Board has met five times during the
past year. A table indicating attendance by
directors at Board and Committee
meetings is given at the end of this report.
The non-executive directors have met
independently without executives present
twice during the year, and in addition
communicate telephonically and
electronically on a regular basis.
Board Training and Evaluation
The directors have received training, both
individually, and in facilitated sessions as
a board, on issues such as strategy and
development of the Group’s solutions, as
well as the leadership behaviour required
to support transformation. This initiative
involved an independent board evaluation
and a peer group evaluation of each
director. The independent board
evaluation was carried out by Ian Mycroft
of the UK-based consultancy,
Organisation and People Development
Limited. It is intended to conduct further
evaluations on board performance as a
whole on an annual basis. In addition,
during the period under review, Jeremy
Ord has evaluated the individual
performance of the executive directors
using the performance management and
performance review system which has
been implemented throughout the Group.
Board Operation
The Board is responsible to the
shareholders for the conduct of the
business of the Group, and decides upon
Group strategy. It also reviews operational
performance, approves the Group's
business plans, approves the interim and
annual financial statements, determines
the Group’s authority levels, treasury
policies and risk management policies,
ensures adequate funding, and approves
major investments and the remuneration
of the non-executive directors. A defined
schedule of matters reserved for decision
by the Board has been agreed, and this
schedule has been revised following
revisions to the terms of reference of the
various board committees.
Financial reporting is routinely performed
according to a strict schedule. The nonexecutive
directors are provided with
sufficient information to enable them to
reach independent conclusions on the
matters brought to their attention at board
meetings. In addition to the board
meetings, detailed briefings are given to
the non-executive directors by non-board
members, giving non-executives an
opportunity to question operational
executives directly. Gordon Waddell sits on
the Group’s regional board in Europe and
the UK and Moss Ngoasheng, Rory Scott
and Dorian Wharton-Hood sit on the
South African board, which further
enhances their depth of understanding of
the operations of the Group. Until August