Board Composition
The Nominations committee follows a formal process to review the balance, effectiveness and diversity of the Board and its committees. It identifies the skills required and those individuals that are seen to provide such skills in a fair and thorough manner. The committee also considers other commitments of directors and whether each director has sufficient time to fulfil his/her responsibilities as director. If the Nominations committee believes that a director is over-committed or has an unmanageable conflict, the Chair will meet with that director to discuss the resolution of the matter to the satisfaction of the committee. At the end of 2018, the Board comprised 13 members.
Changes to the Board in 2018
Directors resigned/retired:
- Y Ramiah (January 2018)
- PL Zim (January 2018)
- MM Bakane-Tuoane (March 2018)
- MV Moosa (June 2018)
Directors appointed:
- M Mokoka (March 2018)
- S Zinn (December 2018)
Board diversity
Sanlam recognises and embraces the benefits of a diverse Board. Targets to increase the number of female Board members are reviewed on an annual basis by the Nominations committee and recommended to the Board. The target that had been set for the 2018 financial year was 35% for female representation. Non-executive and executive directorships were included in the mentioned race and gender diversity targets. The Board made progress in advancing diversity by appointing Mathukana Mokoka and Shirley Zinn.
For 2019 the Board aims to retain existing talent and continuously improve on the Group’s transformation and diversity deliverables.
Board independence
The independence of each non-executive director is reviewed annually. Their independence in character and judgement, as well as the presence of any relationships or circumstances which are likely to affect, or could appear to affect, their objectivity, are taken into consideration. Each director has the opportunity to declare any interests that might occur at each Board meeting. This is documented, and the relevant director is recused from the meeting.
Based on the recommendation of the Nominations committee, the Board is comfortable that each of the non-executive directors met the requisite fit and proper requirements which include the criteria for independence. This assertion, however, excludes Patrice Motsepe, Rejoice V Simelane and Johan van Zyl owing to their involvement in Ubuntu-Botho. Ian Kirk, Heinie Werth and Temba Mvusi are executive directors.
The Chair of the Board is therefore not independent. The Board considered the governance deviation in the appointment of the Board Chair but agreed that the Chair’s long-term association with Sanlam combined with his industry experience and expertise, ensured that he would add value to the Board as well as the Group’s future growth.
Consequently, in the spirit of promoting good governance and to continuously evaluate the Board’s performance and effectiveness in executing its governance responsibility, the Board has appointed a lead independent director as well as an Independent Non-Executive Director committee. The lead independent director serves as a sounding board for the Chair and acts as an intermediary between the Chair and other members of the Board, if and when necessary.