In a very challenging environment, two requirements remain constant: sound business principles and competent and motivated people.
The board is the principal decision maker, supported by various committees and executive management. The audit and risk committee perform an annual review to ensure that the group applies the principles and recommended practices of King III and that it complies with the highest standards of corporate governance.
The board is made up of nine directors, two of whom are executive directors (the managing director and the finance director) and seven who are independent non-executive directors (one being the chairman).
Mr David Wilson resigned as non-executive director of the Company and as a member of the Company’s audit and risk committee with effect from 1 November 2016 as a result of increased executive responsibilities at Royal Bafokeng Holdings (Pty) Limited. This led to the appointment of Ms HG Motau to the board on 1 November 2016 as independent non-executive director and a member of the audit and risk committee.
In appointing new directors, the board took into account gender and racial representation to redress the historical imbalances at this level. The appointment of Ms TN Mgoduso, Ms PPJ Derby and Ms HG Motau has largely addressed this imbalance. The new board composition enhances the knowledge, skills, experience, independence, diversity and effectiveness of the board, as well as ensuring that the board reflects the context in which the company operates.
Metair believes that the new board composition creates an environment which supports executives in executing their roles while remaining motivated, thus ensuring Metair’s sustainability.
In line with the decentralised nature of the group’s operations, subsidiary and divisional boards manage the day-to-day affairs within their areas of responsibility.
The board established an informal investment committee during the year which is made up of three independent non-executive directors: Mr JG Best, Ms PPJ Derby and Ms HG Motau. The main aim of the committee is to look at investment opportunities brought to the board by executive management.
The board decided to formalise this committee in November 2016.
The board audit and risk committee is made up of three independent non-executive directors: Mr JG Best (audit and risk committee chairman), Mr L Soanes and Ms HG Motau.
An IT steering committee was constituted in 2013, with its main focus being to look at standardisation and common IT-related matters throughout the group.
Regular IT steering committee meetings commenced in 2017 and the committee reports to the audit and risk committee.
The board’s social and ethics committee is made up of: two independent non-executive directors Ms PPJ Derby (chairperson) and Mr RS Broadley, two executive directors Messrs CT Loock and Mr S Douwenga, and a subsidiary representative, Mr S. Khan.
Ms J Gressel replaced Mr S. Khan as subsidiary representative to the social and ethics committee from January 2017, with the idea being to enhance awareness and implement a social and ethics programme across the group.
The Metair board is responsible and accountable for directing and monitoring our social and ethics management performance within a structured framework.
The core principle of the framework is custodianship and the core values are unity, harmony, equality, respect for human dignity and doing what is right, fair, reasonable, lawful and just.
No employee (directors and officers included) may trade directly or indirectly in the shares of the company during a closed period or a prohibited period. Closed periods are imposed from 31 December and 30 June until the publication of the respective half yearly results. Where appropriate, a prohibited period is also imposed on certain employees during periods when they are in possession of undisclosed price-sensitive information.
The group has submitted the relevant employment equity reports after thorough consultation with staff and union representatives. It has also monitored and measured performance against our five-year employment equity plan and addressed barriers such as skills shortages among previously disadvantaged groups. The group consequently complies with all the requirements of the Employment Equity Act.
Metair maintained a score of 22.23 points for the ownership element on the generic Broad-based Black Economic Empowerment scorecard. All subsidiaries achieved their goal of level four contributor with the exception of one subsidiary that is on level five.
Ms SM Vermaak has filled the position of company secretary since 2001. Ms Vermaak is not a director of the company and the board is therefore satisfied that an arm’s-length relationship has been maintained between the board and the company secretary, in accordance with the recommended practice of King III.
One Capital Sponsor Services (Pty) Limited acts as sponsor to the company in compliance with the Listings Requirements of the JSE Limited.