Corporate Governance /
Board committees

Board committees

The Board has established four committees to assist it with its duties:

Audit, Risk and Compliance Committee

ARCC CONSTITUTION AND OPERATION

The committee operates within defined terms of reference as set out in its charter which has been approved by the Board.

The ARCC charter is available in this section under Board Committees.

The ARCC during FY21 consisted of the following independent non-executive directors:

  • Johnson Njeke (Chair)
  • Ekta Singh-Bushell
  • Rick Medlock

The ARCC meets at least three times a year and the external auditors, the internal auditors, CEO, CFO, CRO and Group Legal Counsel are invited to attend.

The principal functions of the committee are to:

  • review the annual financial statements, the half-yearly results announcement and other financial reports;
  • ensure the Group has established appropriate financial reporting procedures and that those procedures are operating effectively;
  • assess the risks facing the business and review the Group's risk management procedures;
  • monitor the effectiveness of internal controls and comment on the state of the internal control environment;
  • review the internal and external audit plans and discuss the findings and recommendations of the internal and external auditors; and
  • review the effectiveness of the external auditors including considering the findings of: the inspection performed by the auditors' regulatory body; the auditors' internal engagement monitoring inspection; the outcome of any legal or disciplinary procedures; and review the effectiveness of the internal auditors.

The committee reviews its performance annually by means of questionnaires completed by individual committee members and attendees which are then discussed at Board and committee meetings. These appraisals enable the committee to evaluate its effectiveness objectively and to conclude that it is operating effectively under the terms of reference set down in its charter.

The committee is satisfied that it has met its legal and regulatory responsibilities for the year under review and to the date of this report with respect to its terms of reference as set out in its charter.

The ARCC's report to shareholders for the year ended 28 February 2021 is presented in the Risk Report section of the Integrated Report.

Social and Ethics Committee

SOCIAL AND ETHICS COMMITTEE CONSTITUTION AND OPERATION

The Board has established a Social and Ethics Committee under the terms of the Companies Act.

The committee operates within defined terms of reference as set out in its charter and the authority granted to it by the Board and meets at least twice a year.

The Social and Ethics Committee charter is available in this section under Board Committees.

The Social and Ethics Committee during FY21 comprised the following independent non-executive directors:

  • Maya Makanjee (Chair) (Appointed 1 June 2019)
  • Stephen Davidson (Appointed 11 October 2011)
  • Johnson Njeke (Appointed 1 March 2021)
  • Jens Montanana (Member until 1 March 2021)

The committee reviews its performance annually by means of questionnaires completed by individual committee members and attendees which are then discussed at Board and committee meetings. These appraisals enable the committee to evaluate its effectiveness objectively and to conclude that it is operating effectively under the terms of reference set out in its charter.

For more information about the Social & Ethics Committee please click here.

Remuneration Committee

REMUNERATION COMMITTEE CONSTITUTION AND OPERATION

The role of the committee is to assist the Board in ensuring that the Company remunerates directors and executives fairly and responsibly in alignment with the creation of long-term shareholder value and to ensure that the disclosure of director and senior management remuneration is accurate, complete and transparent. The Remuneration Committee operates under terms defined in its charter, which has been approved by the Board.

The Remuneration Committee charter is available in this section under Board Committees.

The Remuneration Committee during FY21 comprised the following independent non-executive directors:

  • Maya Makanjee (Chair)
  • Johnson Njeke
  • Ekta Singh-Bushell

Stephen Davidson and John McCartney stood down from the committee on 31 May 2020 and Ekta Singh-Bushell joined the committee on that date.

The CEO and CFO may be invited to attend portions of meetings of the Remuneration Committee, but neither may take part in any discussions regarding their own remuneration.

The committee reviews its performance annually by means of questionnaires completed by individual committee members and attendees which are then discussed at Board and committee meetings. These appraisals enable the committee to evaluate its effectiveness objectively and to conclude whether it is meeting its objectives as described in its charter.

FUTURE FOCUS AREAS

The committee intends to continue the consultation process with shareholders and discuss the continuing evolution of the remuneration policy with an increasing focus on ESG. The committee will continue to focus its oversight on fair and responsible pay, diversity and inclusion and talent management throughout the Datatec Group.

For more information about the Remuneration Committee please click here.

Nominations Committee

NOMINATIONS COMMITTEE CONSTITUTION AND OPERATION

The committee operates within defined terms of reference as set out in its charter which has been approved by the Board.

The Nominations Committee charter is available in this section under Board Committees.

The Nominations Committee during FY21 consisted of the following independent non-executive directors:

  • Stephen Davidson (Chair)
  • John McCartney
  • Ekta Singh-Bushell

The CEO and CFO may be invited to attend the committee’s meetings, but neither may take any part in decisions regarding their own succession. The committee is satisfied that it has met its responsibilities for the year with respect to its terms of reference.

The committee is responsible for making recommendations to the Board regarding the appointment of new executive and non-executive directors and makes recommendations on the composition of the Board generally. The committee ensures that director appointments are formal and transparent and oversees succession planning for the Board and senior management.

The committee reviews its performance annually by means of questionnaires completed by individual committee members and attendees which are then discussed at Board and committee meetings. These appraisals enable the committee to evaluate its effectiveness objectively and to conclude that it is operating effectively under the terms of reference set out in its charter.

For more information about the Nominations Committee please click here.