31 MARCH 2015ALEXANDER FORBES GROUP HOLDINGS LIMITEDINTEGRATED ANNUAL REPORT

GOVERNANCE

  • ALEXANDER FORBES GROUP HOLDINGS LIMITED BOARD OF DIRECTORS
  • Group Audit Committee
  • Group Nominations Committee
  • Group Remuneration Committee
  • Group Social, Ethics and Transformation Committee
  • Group Capital Oversight Committee
  • Group Executive Committee
  • Group Retail Subcommittee*

* The group Retail subcommittee was disbanded on 4 September 2014 and replaced by a Management Committee.

 

BOARD COMPOSITION

The board is made up of individuals with a range of skills and experience, collectively suitable to carry out the board’s responsibilities. They are involved in all material business decisions, enabling them to contribute to the strategic and general guidance of management and the business. Prior to their appointment, directors undergo an assessment in terms of the group’s fit and proper process. All new directors go through an induction process.

The board is considered to be effective in size and composition, with an appropriate balance between executive, non-executive and independent directors, thereby enabling objective decisions and internal processes. The directors have access to management whenever required. The board’s composition changed upon the company’s listing on the JSE on 24 July 2014 with the private equity shareholders’ exit. At the date of this report being issued, the company’s board of directors consisted of 10 members. Of these, five were independent directors, three non-executive directors and two executive directors. While an executive director at the start of the financial year, 1 April 2014, the chairman of the board became a non-executive director on 1 July 2014. A lead independent director has been appointed during the transitional period. The biographies listed in this report reflect the directorship at the time of publishing.


NON-EXECUTIVE DIRECTORS

Matthews Sello Moloko (non-executive chairman)
Date appointed: 3 December 2007
Qualifications: BSc (Hons), PGCE, AMP (Wharton)
Committee responsibilities: chairman of the Social, Ethics and Transformation Committee; member of the Remuneration and Nominations Committees.

Mr Moloko is a founder shareholder and executive chairman of Thesele Group, a diversified investment holding company. He has significant financial services experience, gained over more than two decades. He is the former CEO of Old Mutual Asset Managers and former deputy CEO of Capital Alliance Asset Managers (Brait Asset Managers). Mr Moloko served on Old Mutual SA’s executive committee and boards of subsidiaries of Old Mutual Asset Managers. He is the non-executive chairman of Sibanye Gold Limited and also serves as non-executive director of Acucap Properties Limited and General Reinsurance Africa. He is a trustee of the Nelson Mandela Foundation and chairs its investment committee. Mr Moloko previously served on several other boards, including Gold Fields Limited, the Industrial Development Corporation of South Africa Limited, Makalani Holdings Limited and Seartec Industries. He was the national president of the Association of Black Securities and Investment Professionals (ABSIP) from 2005 to 2007. In 2003 ABSIP presented him with the financial services pioneer award in recognition of his achievements in the field of investment management.

William Simon O’Regan
Date appointed: 31 July 2014
Qualifications: BusSci (Hons), fellow of the Faculty of Actuaries (UK) and fellow of the Institute of Actuaries (Australia)

Mr O’Regan is president of Mercer’s Europac region with responsibility for all of Mercer’s business across Europe and the Pacific. He joined Mercer in the UK in 1988, transferring the following year to Australia in 1989 to head up the Melbourne office. Following a break from 1996 to 1999, when Mr O’Regan was employed by Vanguard to establish its fund management business, he returned to Mercer to enable the company to establish a market-leading position in pensions provision. From 2005 to 2008 Mr O’Regan was Mercer’s Europe region head and, from 2009 to August 2012, was responsible for Mercer’s global retirement, risk and finance business, whereafter he was appointed to his current position.

David John Anderson
Date appointed: 10 October 2014
Qualifications: Dip All, Dip SM, FASFA, FAIM, ANZIIF (fellow) CIP, AAMI CPM, MAICD
Committee responsibilities: member of the Social, Ethics and Transformation Committee; member of the Capital Oversight Committee

Mr Anderson is Mercer’s president of growth markets region, including Latin America, Asia, Middle East, Turkey and Africa. He recently held the position of managing director and market leader for Mercer in the Pacific. Having spent more than 10 years at AMP Financial Services, Mr Anderson first joined Mercer Australia in 1998. He is a certified insurance professional, a certified practising marketer and a member of the Australian Institute of Company Directors. He is a fellow of each of the Association of Superannuation Funds of Australia, the Australian Institute of Management, the Australian and New Zealand Institute of Insurance and Finance and an Associate of the Australian Marketing Institute.

INDEPENDENT DIRECTORS

Mark Derrick Collier
Date appointed: 1 August 2011
Qualifications: HND/BA Business Studies, Dip M, M Inst
Committee responsibilities: lead independent director, chairman of the Remuneration and Nominations Committees; member of the Audit Committee

Mr Collier is a business leader with an extensive international track record in developing and building financial services businesses both as a corporate executive in leading global companies and as an entrepreneur. His career spans 30 years in the retail and institutional sectors of the securities, asset management, wealth management, retail banking, pensions and financial services industries. He is the former president of Fidelity Investments Advisor Group (US), president of Charles Schwab Europe and CEO of Schwab International (US). At Fidelity he sat on the boards of Fidelity Investments Services Limited and Fidelity Portfolio Services Limited. At Schwab he was a director of Schwab International and the European, Asian and Latin American subsidiary companies. Today Mr Collier is a senior adviser to a leading emerging markets private equity firm and holds advisory positions on the boards of privately held financial services companies in Brazil, Indonesia and India.

Deenadayalen Konar
Date appointed: 1 February 2008
Qualifications: BCom, PG Dip in Acc, CA(SA), MAS, Cert in Tax Law, DCom CRMA
Committee responsibilities: chairman of the Audit Committee

Dr Konar is a member of the King Committee on Corporate Governance, the Corporate Governance Forum and the Institute of Directors. He is also a non-executive director of Lonmin and Sappi, and chairman of Mustek, Steinhoff International Holdings and Exxaro Resources. He is the past co-chair of the independent risk committee of the World Bank, former member of the safeguards panel of the International Monetary Fund (IMF) and the former chairman and member of the external audit committee of the IMF in Washington, DC. Since 1998, he has served as professional non-executive director of a number of companies. Dr Konar was previously a professor and head of the accountancy department at the University of Durban-Westville and has lectured at a post-graduate level at various other universities in South Africa.

Hilgard Pieter Meyer
Date appointed: 9 June 2011
Qualifications: BCom, FASSA, AMP (Oxford)
Committee responsibilities: chairman of the Capital Oversight Committee; member of the Remuneration and Nominations Committees

Mr Meyer is an actuary with extensive management experience gained over 30 years in a broad range of sectors in the financial services industry, including long-term and short-term insurance, pensions, asset management and banking. Mr Meyer is the managing partner of Nodus Investment Managers, a private equity fund manager. Prior to joining Nodus, he was the CEO of the Momentum group. Mr Meyer is a non-executive director of a number of companies.

Barend Petersen
Date appointed: 10 June 2011
Qualifications: BCompt (Hons), CA(SA)
Committee responsibilities: member of the Audit Committee

Mr Petersen is a chartered accountant with broad international business experience in mining, finance, auditing, energy, government relations, business turnarounds, corporate recovery, consulting and corporate governance. Mr Petersen is the executive chairman of De Beers Consolidated Mines, a director of the De Beers group of companies, chairman of the environment, health and safety committee of the De Beers group and a director of Ponahalo, the black empowerment partner of De Beers Consolidated Mines. He is a director of several companies, including Anglo American South Africa Limited and Curro Holdings Limited. Mr Petersen is the chairman of Sizwe Business Recoveries, which he founded in 1997.

Raboijane Moses Kgosana
Date appointed: 21 April 2015
Qualifications: BAccSc, BSc (Hons), CA(SA)

Mr Kgosana is the exiting chief executive of KPMG in southern Africa and chairman of KPMG Africa Limited. He is also a member of the KPMG global board and council and the KPMG Europe, Middle East, Africa (EMA) board. He was previously chairman of the Accounting Practices Board (a committee of the South African Institute of Chartered Accountants) and a member of the Standards Advisory Council of the International Accounting Standards Board. He has also served as president of the Association for the Advancement of Black Accountants of Southern Africa. Mr Kgosana was recently appointed to the board of Famous Brands Limited. He has experience in internal and external audit, financial management and administration, as well as business and management consultancy. He has extensive industry credentials based on his experience in various industries, including power and utilities, banking, telecommunications, consumer markets and airlines.

EXECUTIVE DIRECTORS

Edward Christian Kieswetter (group chief executive)
Date appointed: 4 January 2010
Qualifications: NHd (electrical engineering), HdE (engineering education), BEd (mathematics and science), MEd (cognitive development), executive MBA (strategy and transformation), MCom (Tax) cum laude
Committee responsibilities: member of the Social, Ethics and Transformation Committee; member of the Capital Oversight Committee

Mr Kieswetter was appointed group chief executive in January 2010. He has a track record of successfully transforming and building high-performance organisations. As a senior executive in power generation, banking and, most recently, deputy commissioner of the South African Revenue Service before his current role, Mr Kieswetter has broad experience in both the public and private sectors in energy and finance. He ascribes his success to building great teams with a strong execution bias. This has won him the boss of the year title in 2000, as well as other prestigious industry awards. Along with his initial training in electrical engineering, he holds three masters degrees in cognitive science (UWC), an executive MBA (Henley, UK) and commerce (North-West University). Mr Kieswetter has an appointment as a Harvard University research associate and is actively involved in education on various local and international boards. He is also the Chancellor of the Da Vinci Institute and serves as a Visiting Professor at the Da Vinci Institute and the University of the Free State.

Deon Marius Viljoen (group chief financial officer)
Date appointed: 3 September 2007
Qualifications: BCom (Hons), CA(SA)
Committee responsibilities: member of the Capital Oversight Committee

Mr Viljoen joined the group in March 2003 as finance director of Investment Solutions Holdings Limited and was promoted to group chief financial officer in 2007. He currently serves as an executive director on the main board and on numerous subsidiary boards and committees within the group. Before joining Alexander Forbes, he was a partner and director of PricewaterhouseCoopers Johannesburg in the service line of assurance and business advisory services, having joined a predecessor firm in 1987. Mr Viljoen served on a number of industry bodies, including the SAICA banking industry group, chairing SAICA’s investment management and collective investment schemes industry groups for a number of years. He obtained his BCom accountancy (cum laude) in 1985 from the Rand Afrikaans University (now University of Johannesburg) and completed his BCom honours before qualifying as a chartered accountant (SA) in 1987.

DIRECTORATE CHANGES

  • Due to the listing of the company, Messrs D Govender, D Ngobeni, A Roux, JA van Wyk, Mesdames L Hall-Kimm and N Kolbe resigned as non-executive directors on 24 July 2014. Messrs JC Douin, J Masondo, A de Beer and RN Waithaka resigned at the same time as alternates to the directors with whom they served.
  • Mr WS O’Regan joined the board on 31 July 2014.
  • Mr DJ Anderson joined the board on 10 October 2014.

Directorate changes post-year-end
Mr RM Kgosana joined the board on 21 April 2015.

Attendance
The board met seven times during the period under review. Meeting attendance is reflected in the table below:

 

Meeting dates

Board member

16 May
2014

5 Jun
2014

19 Jun
2014

20 Jun
2014

4 Sept
2014

27 Nov
2014

12 Mar
2015

MS Moloko (chairman)

M Collier (lead independent)

D Anderson

n/a

n/a

n/a

n/a

n/a

E Chr Kieswetter

D Konar

H Meyer

S O’Regan

n/a

n/a

n/a

n/a

B Petersen

D Viljoen

D Govender

n/a

n/a

n/a

L Hall-Kimm

n/a

n/a

n/a

JC Douin (alternate to L Hall-Kimm)

n/a

n/a

n/a

N Kolbe

n/a

n/a

n/a

D Ngobeni

n/a

n/a

n/a

J Masondo (alternate to D Ngobeni)

n/a

n/a

n/a

A Roux

n/a

n/a

n/a

A de Beer (alternate to A Roux)

n/a

n/a

n/a

J van Wyk

n/a

n/a

n/a

N Waithaka (alternate to J van Wyk)

n/a

n/a

n/a

– Indicates in attendance
– Indicates apologies
n/a – Indicates not yet a member or resigned

PROGRESS MADE IN 2014/15

During the year the board:

  • chairman’s role changed from executive to non-executive;
  • appointed a lead independent director to the board;
  • appointed the lead independent director as chairman of the nominations and remuneration committees;
  • ensured that its nominations and remuneration committees’ non-executive directors comprised a majority of independent directors;
  • oversaw the listing of the company on the JSE;
  • adopted a number of policies, strengthening the group’s governance and compliance frameworks;
  • interacted extensively with, informed and approved new group strategic intent;
  • reviewed and strengthened the group ethics policy;
  • established a Capital Oversight Committee which oversaw the development of a capital management policy;
  • strengthened the group’s IT governance framework; and
  • extensively reviewed, amended and strengthened risk management policies, frameworks and procedures relating to all business and operations.

Post year-end the board:

  • appointed an additional independent director; and
  • recognised and discussed shortfall in gender representation on the board following exit of the private equity representatives.

Evaluation
The board reviews the performance and independence of the independent directors annually. The chairman provides feedback to the directors on an individual basis regarding potential areas of improvement, should growth areas be identified. Furthermore, the board monitors the responsibilities of its committees to ensure they provide effective oversight of the respective aspects of the group’s operations. This establishes a balance of power and prevents any individual from having excessive decision-making power. Committee evaluations are conducted on an annual basis.

Assessments as to compliance with the King Report on Governance for South Africa and the King Code (King III) were performed on the company and its significant subsidiaries, utilising the governance assessment instrument tool during the year under review. Reports were presented to the relevant boards and audit committees. The company’s report in terms of King III can be found here.

COMPANY SECRETARY

The company secretary is Ms Janice Eva Salvado (BCom, LLB). Ms Salvado has more than 18 years’ experience in the company secretarial field and has served as group company secretary in the Alexander Forbes group for the past 11 years. At a meeting of the board held on 4 June 2015 at which Ms Salvado recused herself, the board assessed Ms Salvado’s competence, qualifications, experience, suitability and performance during the financial year ended 2015, as well as her arm’s length relationships. The board concluded that Ms Salvado was suitably qualified to continue to act as Alexander Forbes’ group company secretary.