Board composition, structure and report-back
The Board of directors is appointed by the share-holders, namely the Minister of Transport and the Public Investment Corporation (PIC). This is in accordance with the Company’s Memorandum of Incorporation (MOI). Airports Company South Africa’s governance framework and operating model set out the governance structures over operational functional areas and the interaction of these mechanisms to ensure effective governance. The Board is responsible for strategic direction, oversight and ultimate control of the Group.
The non-executive directors appointed by PIC are Deon Botha and Dudu Hlatshwayo. Deon Botha is a member of the executive committee and Dudu Hlatshwayo was a member of the PIC Board at the time of her appointment. According to the criteria adopted by the Board for assessment of independence, which are the same criteria in the King IV Report, both non-executive directors were considered not to be independent.
The Board held four normal meetings and seven special meetings during the year. The purpose of the special meetings was to consider, among others, constitution of Board committees after the appointment of new Board members, expiry of the employment contract of the former CEO and finalisation of allegations of wrongdoing against the former CEO. The Board appointed an ad hoc committee to assist the Board in finalising the latter.
The Board remains effective and is responsible for the performance of the Group. The Board operates under an approved charter and ensures that financial management, risk management and internal controls are effective, as required by a PFMA schedule 2 public entity. The charter was reviewed during FY2018/19.
The Minister of Transport appointed Advocate Sandile Nogxina as the Board Chairman with effect from 9 November 2018 and Nosizwe Nokwe-Macamo, Ntombifuthi Zikalala Mvelase, Bonang Mohale, Pascalis Mokupo, Irvin Phenyane and Yershen Pillay as non-executive directors with effect from 1 September 2018. These appointments were made pursuant to the resignation of directors Siyakhula Simelane and Dr Matlodi Mabela. The PIC appointed Dudu Hlatshwayo to serve on the Board and the appointment was accepted by the Board on 12 June 2018. The Board has appointed Nosizwe Nokwe-Macamo as the lead independent director.
The Board members are satisfied that the Board has the right balance of skills, experience, competence and independence to perform its duties and make a meaningful contribution to the Group’s business. Board members are provided with additional support by the Company Secretary. The Company Secretary is professionally qualified. Her services and performance are evaluated by the Board through the performance review and Board evaluation process. The Company Secretary has not served as a director on the Board nor did she take part in Board deliberations and only advised on matters of governance, form or procedure. The Company Secretary is a secretary for all the Board committees and subsidiaries.
The directors are appointed for a three-year term which is renewable once. The Group has an insurance policy that insures directors against liabilities they may incur in carrying out their duties. The roles and functions of the Board Chairman, the lead independent director and the CEO are described in the Board charter. When directors retire from the Board, they automatically retire from Board committees and subsidiary Boards. Non-executive directors are expected to ensure that appointments outside the Group do not impinge on their ability to perform their duties as Airports Company South Africa directors and do not present conflicts of interest. The appointment of all directors to the Board requires the approval by shareholders at the annual general meeting. The key governance roles and responsibilities of the Board are outlined below:
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