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Board Composition and Independence

Our Approach to an Effective Board

The Sanlam Board’s ultimate objective is to ensure that the Group creates value for all Sanlam’s stakeholders in a sustainable manner. This is the basis on which the Board exercises over-riding control over the Group and its subsidiaries, and includes setting the direction and monitoring key deliverables towards achieving this outcome.

To ensure the Board can objectively and effectively discharge its governance role and responsibilities, we need an appropriate balance of knowledge, skills, experience, diversity and independence in our governance structures.

Sanlam regards transformation and diversity as business imperatives. Measures are in place to attract and retain members of the Board who have the requisite skills, expertise and experience and complement the Group’s transformation and diversity strategy at Board level. The Board therefore strives to ensure that its composition is representative of the Group’s demographic profile and promotes race and gender diversity.

The Board has a policy on the promotion of racial and gender diversity. The policy makes provision for specific key deliverables and target dates. Read more about progress in the Sanlam Group 2019 Resilience Report.

The composition of the Board is, inter alia, addressed in the membership requirements that are set out in the Board charter. The Nominations committee, in turn, is mandated to optimise the composition of the Board and committees.

Additional responsibility for ensuring independence resides with the Independent Non-executive Directors committee that reviews any transactions or decisions for bias in decision-making. The committee is chaired by the lead independent director. Its primary function is to strengthen the Board’s independence as a collective as well providing leadership and advice to the Board when the Chair has an actual or a perceived conflict of interest.

Read more about these committees, their mandates and performance in the 2019 Sanlam Governance Report .

Key Focus Areas to Improve Diversity and Independence

In 2018, Sanlam initiated a package of empowerment transactions that brought the need for transparent governance practices to the fore, given the involvement of and perceived conflicts of interest related to some non-executive directors. A vast majority of shareholders voted in favour of the transactions.

In the process, we received several recommendations for improving our governance practices. The Board agreed to implement the following steps from 2019 to improve diversity and independence in the composition of the Board:

  • Two new independent non-executive directors, Andrew Birrell and Elias Masilela, were appointed to the Board during 2019 with a further independent non-executive appointment, Kobus Mӧller, effective from 1 January 2020. These appointments aim to strengthen the independence of the Board and follow on the two new independent non-executive directors, Mathukana Mokoka and Shirley Zinn, appointed in 2018.
  • The Board will in future provide more detail on the independence assessments tests done by the Board in respect of each non-executive Board member, including the reasons why the Board is of the opinion that a specific Board member should continue to serve on the Board – either as an independent or a non-independent member.
  • The Board has agreed that in future, shareholders will be able to vote annually on the continued Board membership of all independent non-executive directors being on the Board for more than nine years, as well as in the case where the non-independent director is the Board Chair.

The Board matrix summarises the most significant indicators for independence and diversity for the Board as of 31 December 2019: