Basil Read endorses the value of good corporate governance and standards as recommended in the Code of Corporate Practices and Conduct in King II, as well as the Listings Requirements of the JSE Limited. Corporate governance remains a permanent item on the board’s agenda, and the board believes the group complies with JSE requirements.

• The roles of the chairman and chief executive officer are separate
• An independent non-executive director is elected as chairman
• The remuneration and audit/risk committees are chaired by independent non-executive directors
  who act independently.

The group is currently formalising a detailed plan to ensure compliance with King III and the new Companies Act. As an initial measure, an independent third party is being contracted to perform a compliance audit to highlight any shortcomings in the group’s governance practices and policies. An implementation team, led by the financial director and monitored by the audit/risk committee, will manage the process to ensure a seamless transition in complying with the new legislation.

Board of directors

Basil Read has a unitary board structure, which comprises three executive directors, an independent non-executive chairman, three non-executive directors and three independent non-executive directors.

New directors are appointed depending on board requirements, including the need for specific skills and expertise, or shareholding changes. Any member of the board may nominate an individual for appointment to the board, and directors are appointed by unanimous resolution at board meetings.

• review and approve corporate strategy
• approve all acquisitions and major investment decisions
• identify and monitor key risk areas
• safeguard group assets
• monitor operational performance
• review and approve annual budgets and business plans
• oversee the group’s reporting and communication process
• approve the nomination of directors and appointment of the chief executive officer
• oversee succession planning

The appointment of new directors to the board is done according to approved procedures and guidelines. All appointments are subject to confirmation by shareholders at the annual general meeting. Every member of the board has equal standing and voting rights, thus ensuring the balance of power within the board.

The roles of chairman and chief executive officer are separate. The board meets at least once every quarter and details of attendance in the review period are shown below.

No director has a service contract with the group. Three directors retire each year by rotation with reappointment subject to shareholder approval at the annual general meeting. No restraintof- trade payments are made to directors.

The board retains effective control over the group and monitors the implementation of strategies and policies by the executive management team through various committees and processes. The information provided to the board is sufficient to enable the directors to consider decisions on material matters.

The group operates according to a business plan, compiled by the executive management team and approved by the board of directors.

All directors have access to the advice and services of the company secretary, and unrestricted access to all records, assets and employees of the group, as well as to each committee and its chairman.