Board composition and succession We recognise that a balanced board supports value creation. The board, supported by the MultiChoice Group nomination committee, determines its size and composition subject to its MOI, applicable legislative and regulatory requirements, and King IV. Shareholders elect directors at the AGM. Nonexecutive 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 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 10 directors. No director has unfettered powers of decisionmaking. The board, through the MultiChoice Group nomination committee, considered the independence of all non-executive directors serving the board for longer than nine years. After a robust review, it was determined that there are no relationships or circumstances that will create bias or affect their ability to make decisions with independence of mind. The MultiChoice Group nomination committee assists the board with identifying and selecting new directors. Recommendations by the MultiChoice Group nomination committee are subject to the board’s nal approval. When considering candidates, the MultiChoice Group nomination committee and board will consider, among other things, skills, quali cations, existing directorships, t and proper assessments and diversity. Eligible candidates and current directors are not permitted to hold more than four active directorships on companies (including MultiChoice Group Limited) 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. During FY23 the board, through the MultiChoice Group nomination committee, commenced a process to appoint: • An additional non-executive female director to replace the late Dr Jabu Mabuza as a nonexecutive director ideally with technology-based or video entertainment industry experience. • An additional non-executive director with global technology-based, digital or video entertainment industry experience, to replace the retired Mr Nolo Letele. After an extensive search, nomination and appointment process, the board is nominating Deborah Klein and Andrea Zappia, both of whom are seasoned global video entertainment industry executives, to shareholders for election as directors with effect from 1 September 2023. Overview Introduction Understanding Phuthuma Nathi Understanding MultiChoice SA MultiChoice SA performance Financial review Corporate governance review Shareholder information Phuthuma Nathi Investments (RF) Limited Integrated annual report 2023 89
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