Our approach to governance
The MultiChoice Group is committed to the highest standards of corporate governance, ethics and integrity, which we believe support our ability to create value for all stakeholders. We continue entrenching the principles of sound corporate governance throughout our multinational organisation, applying appropriate ethics and standards in the conduct of our business affairs. The board understands and accepts its responsibility to safeguard and represent the interests of the group's stakeholders to create a successful and sustainable business that delivers on the group's strategic objectives.
Our group governance framework
The board is the custodian of the group's corporate governance. The board and its committees, as well as the boards and committees of its subsidiaries, are responsible for ensuring the appropriate principles and practices of King IV are applied and embedded in the governance practices of group companies.
A disciplined reporting structure ensures the board is fully apprised of subsidiary activities, risks and opportunities. All controlled entities in the group are expected to demonstrate good governance as set out in King IV, taking into account proportionality considerations. This means the practices needed to demonstrate the group's governance in terms of King IV are applied across the group as appropriate. The companies in the group are diverse and at different stages of maturity. Therefore, a one‐size‐fits‐all approach cannot be followed when implementing governance practices. While good governance principles apply to all types and sizes of organisations, the practices implemented by each organisation to achieve the principles are tailored to each unique entity. Practices are implemented as appropriate to give effect to overarching good governance principles. As part of the internal annual CEO/CFO sign‐off process, businesses across the group are required to confirm that they have aligned their policies to the MultiChoice Group policies, which set out the minimum standards across all jurisdictions.
Business and governance structures have clear approval frameworks that are annually reviewed and aligned to the group levels of authority approved by the board. The board is satisfied that the delegation of authority framework contributes to role clarity and the effective exercise of authority and responsibilities. In relation to assessing corporate governance services, the MultiChoice Group has an internal company secretariat function, and conducts an annual assessment of the company secretary's performance, qualifications and skills.
Our King IV journey
The board recognises the link between effective governance, sustainable performance and creating long-term value for all its stakeholders. The board is committed to the principles of transparency, integrity, fairness and accountability, and recognises the need to implement good corporate governance principles. The board applies the principles of King IV, which form the cornerstone of our approach to governance.
A thorough and comprehensive review was conducted relating to each principle and underlying recommended practice under King IV. In terms of the JSE Listings Requirements, the MultiChoice Group is required to report against the application of the King IV principles. In line with the overriding principle in King IV of "apply and explain", the board, to the best of its knowledge, believes the group satisfactorily applied King IV, with all the principles being applied and all of the recommended practices which are considered appropriate by the board having been adopted.
The group continues developing its governance policies, practices and procedures in line with an integrated governance, risk and compliance framework. The board is satisfied every effort was made in the year under review to apply all material aspects of King IV, where appropriate and relevant. The group continues entrenching and enhancing its understanding and application of the practices and principles of King IV.
|For a more detailed review, see the King IV application report on our website
The MultiChoice Group has a unitary board, which provides oversight and control. The board charter sets out the division of responsibilities, providing for delegation of authority and enabling the board to retain effective control. The board delegates authority to established board committees and to the CEO, with clearly defined mandates. The majority of board members are non-executive directors and independent of management.
To ensure no one individual has unfettered powers of decision-making and authority, the roles of the chair, lead independent director and CEO are separate and well defined.
The board's responsibilities include providing the group with clear strategic direction, ensuring there is adequate succession planning at senior levels, reviewing operational performance and management, and reviewing policies and processes that seek to ensure the integrity of the group's risk management and internal controls.
The board is the focal point and custodian of corporate governance, exercising its leadership and oversight role by annually approving the strategy and the business plan and overseeing its implementation. Its role, responsibilities, membership requirements and procedural conduct are documented and are set out in the board charter, which it regularly reviews to guide its effective functioning. In addition, it is the board's responsibility to ensure compliance with all statutory and regulatory requirements, and in particular, the Companies Act and the JSE Listings Requirements.
Board meeting attendance and appointment details
|Name||Designation||Initial appointment date||Attendance|
|Imtiaz Patel||Non-executive director||6 December 2018||5/5|
|Jabu Mabuza||Lead independent non-executive director||5 July 2019||5/5|
|Calvo Mawela||Executive director||6 December 2018||5/5|
|Tim Jacobs||Executive director||6 December 2018||5/5|
|James du Preez||Independent non-executive director||1 April 2021||0/0(1)|
|Don Eriksson||Independent non-executive director||6 December 2018||2/2(2)|
|Nolo Letele||Non-executive director||6 December 2018||5/5|
|Elias Masilela||Independent non-executive director||6 December 2018||4/5|
|Adv Kgomotso Moroka||Independent non-executive director||6 December 2018||5/5|
|Steve Pacak||Independent non-executive director||6 December 2018||5/5|
|Christine Sabwa||Independent non-executive director||5 May 2019||5/5|
|Dr Fatai Sanusi||Independent non-executive director||5 July 2019||5/5|
|Louisa Stephens||Independent non-executive director||6 December 2018||5/5|
|Jim Volkwyn||Independent non-executive director||6 December 2018||5/5|
|(1)||James was appointed post-year-end and did not attend any board meetings in the reporting period.|
|(2)||Don retired with effect from 11 June 2020 and only attended two board meetings during the reporting period.|
|Jabu Mabuza||Elected as lead independent director effective 3 April 2020. Sadly, Jabu passed away on 16 June 2021|
|Don Eriksson||Retired with effect from 11 June 2020|
|Steve Pacak||Retired as a director with effect from 1 April 2021|
|James du Preez||Appointed as an independent non-executive director with effect from 1 April 2021|
|Jim Volkwyn||Elected as lead independent director effective 1 July 2021|
Board composition and succession planning
The group recognises that a balanced board supports value creation. The board, supported by the nomination committee, determines its size and composition subject to the group's MOI, applicable legislation and regulatory requirements, and King IV. Shareholders elect directors at the AGM. Non-executive directors bring diverse perspectives and independence to the board's decision-making, and executive directors offer insight into the business's operations. The CEO and CFO (referred to as the financial director by the JSE) are board members. To support the board, where necessary, subject matter experts are available for matters requiring specialised guidance.
As at year-end, the board comprised 12 directors - two executive directors (CEO and CFO) and 10 non-executive directors, seven of whom were considered independent. Non-executive members of the board are categorised by the board as independent if there is no interest, position, association or relationship which is likely to influence unduly or cause bias in decision-making in the group's best interests. The board considers the aforesaid and other indicators holistically and on a substance-over-form basis when assessing the independence of a board member for purposes of categorisation.
No director has served as a director of the MultiChoice Group for longer than nine years. No director has unfettered powers of decision-making.
Board gender diversity
Board racial diversity
None of the directors, other than the executive directors, have a fixed term of appointment and one third of the non-executive directors are subject, by rotation, to retirement and re-election by shareholders at every AGM, in accordance with the group's MOI.
The mandatory retirement age for non-executive directors is 75, at which time the director shall vacate office at the end of the financial year in which that director turns 75, unless the board, in its discretion, decides otherwise.
The nomination committee annually reviews the board's composition (including board member rotation) in accordance with the board charter and its diversity policy. The nomination committee makes recommendations to the board. The board and committee compositions are considered holistically, considering all aspects of diversity (including gender and race) in terms of its diversity policy, and capitalising on differences in the skills, geographical and industry experience of its members. 80% of the board committee chairs are women and the majority of chairs, including the board chair, are considered diversity candidates. This demonstrates the board's ongoing efforts to promote diversity.
The nomination committee assists the board in identifying and selecting directors. However, recommendations are subject to the board’s final approval. When considering candidates, the nomination committee and board will consider, among others, skills, qualifications, existing directorships, fit and proper assessments and diversity. Eligible candidates and current directors are not permitted to hold more than four active directorships on companies (including the MultiChoice Group) listed on any local or foreign regulated exchange, such as the JSE. All board appointments are made on merit, in the context of the skills, experience, independence and knowledge the board as a whole requires to be effective. Further, in terms of the appointment and board diversity policy, in considering the board’s composition, cognisance is taken of the gender and racial mix to represent the demographics of the markets where we operate and to promote racial and gender diversity at board level.
The board's focus during FY21 was on the group's short and long-term strategy. The board is satisfied it fulfilled its responsibilities in accordance with its charter for the year under review.
Looking ahead, the board will focus on:
- Continuing to provide strategic direction
- Monitoring management implementation and progress of strategic objectives
- Stakeholder engagement, relationships and activities, and business impacts
- Monitoring ethical conduct
- Assessing the impact of the COVID-19 pandemic on the group and management's actions to mitigate these impacts