31 MARCH 2015ALEXANDER FORBES GROUP HOLDINGS LIMITEDINTEGRATED ANNUAL REPORT

GOVERNING OUR BUSINESS

To ensure that the group’s operations are executed in accordance with these principles, a management system that includes a compliance framework, code of ethics, as well as policies and protocols to govern processes and operations have been established.

The governance framework is applicable to all of the group’s subsidiaries in addition to those policies and procedures that are specific to certain subsidiaries.

OUR BOARD OF DIRECTORS

Alexander Forbes has a unitary board. Its primary mission is to effectively represent and promote the interests of the company’s shareholders and relevant stakeholders by adding value to the company’s performance.

The board is responsible for ensuring that the group’s operations, processes and activities are underpinned by a strong system of governance that is fully integrated into all aspects of its business. It remains accountable for the ongoing sustainability of the group.

BOARD CHARTER

The purpose of the board charter is to regulate how the board conducts business in accordance with the principles of good corporate governance. It sets out the specific responsibilities board members have to fulfil collectively and individually the roles expected of them. The board charter contains a policy evidencing a clear balance of power and authority at board level, to ensure that no one director has unfettered powers of decision making. The charter requires the board to provide leadership and vision to the company in a way that will enhance shareholder value and ensure the group’s long-term organisational health. The full charter is available on our website www.alexanderforbes.co.za.

BOARD COMMITTEES

The board committee structure is designed to assist the board of the company in performing its duties and responsibilities. Although the board delegates certain functions to these committees, it retains ultimate responsibility for their activities.

As at the date of this report, the board has five standing committees:

  • Audit Committee
  • Nominations Committee
  • Remuneration Committee
  • Social, Ethics and Transformation Committee
  • Capital Oversight Committee.

Each board committee has formal written terms of reference that are reviewed every year and, at a minimum, effectively delegate certain of the board’s responsibilities. The full terms of reference for each committee are available here. The committees are empowered to seek outside or other professional advice, as the members consider necessary, to carry out their duties. The board continually assesses the need for additional committees to assist it in carrying out its duties and meeting its statutory and legislative requirements.

During the year under review, the board formed a Capital Oversight Committee to ensure an appropriate focus on how the company allocates capital and to ensure compliance with economic and regulatory capital adequacy requirements.