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Corporate Governance
The Board is committed to the developing, implementing and monitoring initiatives that aim
to meet the requirements and recommendations of the King Report on Corporate Governance for
South Africa – 2002.
The Board is cognizant of the fact that it is the focal point of the corporate governance system
and that it is ultimately accountable and responsible for the performance and affairs of the
Group. The Board is responsible for setting the governance policy and practices for the Group
and meets once a quarter in order to assess the performance of the Group.
The Board is supported by a Company Secretary who is responsible for the flow of information to the Board and its committees and for ensuring compliance with Board procedures. The Company Secretary is further responsible for guiding the Board collectively, the directors individually and the board committees as to their duties and responsibilities and to make them aware of all legislation and regulations relevant to the Group.
Board Committees
The Board has delegated certain of its functions to board committees but recognises that it
retains ultimate responsibility for the effective performance of the functions so delegated.
The aim of the board committees is to assist the Board in the execution of its duties by
making recommendations on a variety of issues within a framework of defined terms of
reference that have been agreed with the Board.
Executive Committee
Meets weekly, chaired by the Joint Managing Directors on an alternate basis and comprises the executive directors, Head: Group Compliance, Head: Africa Operations and the Company Secretary. Non-executive directors have a permanent invitation to attend any of the EXCO meetings. This committee is responsible for the day-to-day management of the operations of the Group and ensures that the decisions of the Board are properly implemented.
Executive Committee Members
| Bruce Schenk | Joint Chairman |
| Neil Grobbelaar | Joint Chairman |
| Brian Weiss |
| Mtheza Buya |
| Mande Ndema |
The Executive Committee is supported by two sub-committees namely a Credit Committee
and an Asset and Liability Committee (ALCO).
Credit Committee
This sub-committee meets on a monthly basis. It is chaired by one of the Joint Managing Directors and comprises
executive directors and members of senior management. The main responsibilities of this
sub-committee are:
- Approval of all credit risk assessment methodologies, including credit scoring models and credit vetting criteria and processes;
- Comparing the actual performance of credit granted versus the expected performance;
- Establishing and implementing pricing structures for new products;
- Reviewing and monitoring established pricing guidelines;
- Regularly reviewing portfolio stress testing;
- Establishing and monitoring the adequacy of credit policies including the provisioning policy.
Credit Committee Members
| Bruce Schenk | Chairman |
| Neil Grobbelaar |
| Brian Weiss |
| Dylan Rustenburg |
| Greg Barbour |
| Pieter Maritz |
| Karen Maritz |
ALCO
This sub-committee meets monthly. It is chaired by the Financial Director and comprises executive directors and members of senior management. The main responsibilities of this sub-committee are:
- To set up and review the Group’s funding and liquidity policy;
- To review the funding strategies for operations in all regions, taking the local market conditions into account;
- To prepare and maintain a liquidity maturity analysis for assets and liabilities of the Group;
- To maintain liquidity contingency plans;
- To manage the interest rate risk of the Group;
- To manage the Group’s funding covenants.
ALCO Committee Members
| Bruce Schenk |
| Neil Grobbelaar |
Audit Committee
This committee meets not less than semi-annually. It is chaired by a non-executive director and comprises of three executive directors and two non-executive directors. The committee’s responsibilities include:
- Reviewing and making recommendations to the Board for approval of the annual financial statements of the Group;
- Reviewing the performance and remuneration of the external auditors;
- Reviewing internal audit plans, reports, capacity and capability;
- Ensuring that adequate internal controls are in place and adhered to by management (through consultation with internal and external auditors);
- Monitoring the ethical conduct of the Group, its senior management and its employees.
Audit Committee Members
| Arthur Arnold | Chairman |
| Ron den Besten |
| Bruce Schenk |
| Neil Grobbelaar |
Risk Management Committee
This committee meets semi-annually. It is chaired by one of the Joint Managing Directors of the Group and comprises executive directors, the Head: Group Compliance and the Head of Internal Audit. The committee is responsible for reviewing the adequacy and overall effectiveness of the Group’s risk management function and its implementation by management.
Risk Committee Members
| Bruce Schenk | Chairman |
| Ron den Besten |
| Neil Grobbelaar |
| Ernie Smith |
| Francois Langenberg |
Remuneration Committee
This committee meets semi-annually. It is chaired by a non-executive director of the Group and comprises of two executive directors and a non-executive director. The committee determines and develops the Group’s general policy on executive and senior management remuneration and determines any criteria necessary to measure the performance of executive directors in discharging their functions and responsibilities.
Remuneration Committee Members
| Ron den Besten | Chairman |
| Bruce Schenk |
| Neil Grobbelaar |
Nomination Committee
This committee meets as and when required. It is chaired by a non-executive director of the Group and comprises executive directors and a non-executive director. The main function of this committee is to make recommendations to the Board on all new Board appointments.
Nomination Committee Members
| Ron den Besten | Chairman |
| Bruce Schenk |
| Neil Grobbelaar |
| Mtheza Buya |
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