Board charter

The board acts in accordance with an approved board charter which is reviewed on a regular basis. The charter, in line with the company’s Memorandum of Incorporation (“MOI”), amongst others, regulates the composition, scope of authority, responsibility and function of the board. A balance of authority is ensured through an agreed division of
responsibility. No individual has unrestricted decision-making powers.

Board composition

SilverBridge has a unitary board structure, with eight directors.
The board composition is as follows:

  • Chief executive officer: Mr J Swanepoel
  • Financial director: Mr L Kuyper
  • Executive director: Mr S Blyth
  • Two independent non-executive directors:
    • Mr R Emslie (chairman of the board) ; and
    • Mr J de Villiers
  • Three non-executive directors:
    • Mr T Murray;
    • Mr H Govind; and
    • Ms Lulama Booi

Biographical details of all the directors appear in the integrated reports.

Appointments made during the financial period:

Mr S Blyth was appointed as an executive director to the board on 12 February 2015.

Resignations during the financial period:

No resignations during the financial period.

Board meetings

A minimum of four board meetings are scheduled per financial year. Additional meetings may be convened to consider specific business issues which may arise between scheduled meetings. There were no additional meetings scheduled for the financial period. Attendance of board meetings is available in the integrated reports.

In addition to board meetings, annual strategy meetings with executive management are convened. Strategic direction is determined within these key meetings and the executive management proposes its objectives and plans to the board. These strategic plans are reviewed and discussed and thereafter monitored by the board (in accordance with the group’s performance).

The directors: Their roles and responsibilities

The board is responsible for the group’s overall good corporate governance.

The duties and responsibilities of directors are prescribed by law. In the interests of good governance, the board discharges the following duties (but is not limited thereto):

The board:

  • acts as focal point for and custodian of corporate governance in line with their board charter which sets out their responsibilities and monitors the relationship between management and the stakeholders of the company
  • seeks the optimum balance for the group between conformance with the dictates of good governance and performance
  • appreciates that strategy, risk, performance and sustainability are inseparable
  • informs and approves the strategy
  • ensures that the group’s strategic direction is in line with the company’s purpose, the value drivers of its business and legitimate interests and expectations of its shareholders
  • provides effective leadership based on an ethical foundation and by doing so, actively promotes an ethical culture within the group
  • ensures that the group is and is seen to be a responsible corporate citizen
  • ensures that the group’s ethics are managed effectively
  • monitors the implementation of the strategy by management
  • ensures full, timely and transparent disclosure of all material matters
  • ensures that the group has an effective and independent Audit, Risk and IT Committee
  • reviews the size and composition of the board in terms of the mix of skills-diversity and the requirements for the appropriate constitution of board committees
  • agrees on the procedure to allow directors to obtain independent professional advice where necessary
  • always acts in the best interests of the group
  • agrees upon procedures to manage conflict of interest
  • delegates the necessary authority to management for the day-to-day operations of the group
  • is responsible for the governance of risk
  • is responsible for information IT governance ensures that the solvency and liquidity of the group is continuously monitored
  • ensures that the group complies with applicable laws and considers adherence to non-binding rules, codes and standards
  • ensures that there is an effective risk based internal audit
  • appreciates that stakeholders’ perceptions affect the group’s reputation
  • ensures the integrity of the group’s integrated report reports on the effectiveness of the group’s system of internal controls

The chairman

Robert Emslie remained the independent non-executive chairman of the board. The roles of the chairman and chief executive officer remain separate. The chairman’s performance is evaluated annually.

Non-executive directors

Non-executive directors are not involved in the day-to-day business of the group, neither are they full-time, salaried employees of the company, or its subsidiaries. The non-executive directors have unhindered access to management and the groups’ company secretary, they are further entitled to seek independent and professional advice about the affairs of the group, at the groups’ expense.

All non-executive directors are individuals of the highest calibre and credibility. They bring a value adding and objective viewpoint to all strategic decisions, processes and standards relating to business decision involving the group. The non-executive directors enjoy no benefits from the group for their service (as directors), other than their fees and potential capital gains and dividends gained from interests in ordinary shares. None of the non-executive directors participate in the share incentive scheme.

Independence of directors

The independent non-executive directors are independent in terms of both the King III definition and the requirements of the JSE Limited. They do not participate in the share incentive scheme and have not served for a period of nine years. The board will continue to measure the independency, in line with policy.

It was confirmed that the independent non-executive directors:

  • were not representatives of any shareholder with the ability to control or materially influence management or the board
  • were not employed by the company or the group in any executive capacity in the last three financial years
  • were not members of the immediate family or of an individual who is, or has been in any of the past three financial years, employed by the company or the group in an executive capacity
  • were not professional advisers to the company or the group, other than in the capacity as directors
  • were not suppliers to the company or group, or to clients of the group
  • did not have any material contractual relationship with the company or group
  • did not have any business or other relationship which could be seen to materially interfere with their capacity to act in an independent manner

Executive directors

The executive directors of SilverBridge are involved in the group on a day-to-day basis and have entered into service contracts exceeding three years. None of the executive directors are appointed as trustees on the share option trust. The group currently has three executive directors: Jaco Swanepoel, Lee Kuyper and Stuart Blyth.

The Board determines the remuneration of executive directors, in accordance with the remuneration policy endorsed by shareholders.

The executive directors are individually mandated and held accountable for:

  • the implementation of strategies and key policies determined by the board
  • managing and monitoring the business and affairs of the company in accordance with approved business plans and budgets
  • prioritising the allocation of capital and other resources
  • establishing the best managerial and operational practices

Chief executive officer (CEO)

The CEO, Jaco Swanepoel, is tasked with the running of the business and the implementation of policies and strategies approved and adopted by the board. The governance and management function of the CEO is aligned with that of the board. In the delegation of responsibilities the CEO confers authority on management and is accountable for doing so. In this sense, the accountability of management is a direct reflection of the CEO’s authority. The CEO’s performance is evaluated by the chairman on an annual basis.

Appropriate measures are in place and are communicated to management, monitoring levels of authority applied within the group – particularly in regard to human resources, capital expenditure, procurement and contracts.

Board selection, appointment and rotation

Directors are appointed by means of a transparent and formal procedure, governed by the Nomination Committee’s terms of reference. The Nomination Committee is responsible for selecting and recommending the appointment of competent, qualified and experienced directors. The board as a whole appoints directors, who are subjected to an induction program. This process of the appointment is in line with the recommendations of King III.

Re-appointment to the board is not automatic, although directors may recommend themselves for re-election. In terms of the Memorandum of Incorporation at each annual general meeting of the company, one third of the non-executive directors shall retire from office. The directors retiring at each annual general meeting shall be those directors whom have been longest in office. The names of the directors eligible for re-election are submitted at the annual general meeting, accompanied by appropriate biographical details, as set out in the integrated report. The company has not adopted a retirement age for directors.

Empowering of directors

Directors are supplied with the information necessary to discharge their responsibilities, individually and as a board – and in certain instances as board committee members. All new directors are engaged in a formal orientation procedure.

All directors have unhindered access to management, the company secretary and to any company information (records, documents and property) which may in any way assist them in the responsible fulfilment of their duties. Directors are entitled to seek independent and professional advice relating to the affairs of the group.

The company secretary is responsible for providing the chairman and directors, both individually and collectively, with advice on corporate governance and compliance with legislation, the JSE Listings Requirements and securities exchange requirements.