Board and committees
The responsibilities of the board are clearly defined in a written charter. The board has also adopted, and regularly reviews, a written policy governing the authority delegated to group
management and matters reserved for decision by the board.
The responsibilities of the board include issues of strategic direction, business plans and annual budgets, major acquisitions and disposals, changes to the board and other matters with a material effect on the group or required by legislation.
The chairman’s role is to set the ethical tone of the board and to ensure that the board remains efficient, focused and operates as a unit. The board has continued to operate under the guidance of Dr SP Kana in this reporting period. Dr Kana is an independent non-executive chairman and his role is clearly defined and separated from that of the CEO through the provisions in the board charter.
The chairman provides overall leadership to the board without limiting the principle of collective responsibility for board decisions.
While the board may delegate authority to the CEO in terms of the board charter, the separation of responsibilities is designed to ensure that no single person or group can have unrestricted powers and that appropriate balances of power and authority exist on the board. Through membership of the remuneration and nomination committees, the chairman is also responsible for the annual appraisal of the CEO’s performance, as well as participating in the succession planning of executive directors.
The group’s non-executive directors are individuals of high calibre and credibility who contribute to the board’s deliberations and decisions. Their diverse backgrounds ensure a wide range of experience in commerce, finance, law, industry and engineering. They have the necessary skills and experience to bring judgement to bear, independent of management, on areas such as strategy, performance, business development, transformation, diversity, ethics and environmental management.
Non-executive directors are required to devote sufficient time to the affairs of the group. While no limitations are imposed by the board charter, or otherwise, on the number of other appointments directors may accept, approval from the chairman must be obtained prior to acceptance of additional commitments which may affect the time directors can devote to the group.
Ms P Langeni and Mr Y Waja have served on the board for over nine years. An internal evaluation of their independence, character and judgement was performed and the assessment confirmed them to have remained independent.
Chief executive officer
The board defines the group’s levels of authority, reserving specific powers for the board, while delegating others to management. The collective responsibility for the executive management of the company’s operations vests with the CEO, Mr MJ Lamberti, who reports to the board on the group’s objectives and strategy. Mr Lamberti plays a critical role in the operations and success of the company. The CEO is accountable to the board and consistently strives to achieve the group’s goals within the framework of delegated authority.
The company secretary, Mr RA Venter, holds BCom, LLB and LLM degrees and is an admitted attorney.
Directors have unlimited access to the services of the company secretary, who is responsible to the board for ensuring that proper corporate governance principles are adhered to.
In terms of JSE Listings Requirements, the board of directors must consider the competence, qualifications and experience of the company secretary annually. King III also recommends that the company secretary should maintain an arm’s-length relationship with the board and that he should ideally not be a director. After conducting a formal review that formed part of the annual board evaluation process, the board concluded that there were no direct or indirect relationships between the company secretary and any of the board members which could compromise an arm’s-length relationship with the board of directors. The company secretary is not a director of the company.
The competence and performance of the company secretary was reviewed based on interviews with all board members, which formed part of the board review, the results of which is considered by the board as a whole.
The board confirmed that the company secretary is adequately qualified and experienced and has effectively performed and carried out his duties during the year.
The group audit committee comprises non-executive directors, one of whom is appointed as chairman. The membership of the committee will be tabled at the next AGM for approval by shareholders. The committee meets at least four times a year. Attendance of audit committee meetings is shown in the audit committee report.
The risk committee sets the group risk culture, framework and strategy and ensures that a robust risk management process is in place. The committee comprises both non-executive and executive members and is chaired by a non-executive director. The committee met four times during the year.
Details of the workings of the committee and attendance of meetings are contained in the comprehensive remuneration report on pages 86 to 103.
The committee provided the board with advice and guidance regarding:
- the development and implementation of formal succession plans for the board, CEO and senior management
- the establishment of formal processes and policies for the appointment of directors, the identification of suitable members for the board and gender diversity of the board
- induction and ongoing training and development of directors.
During the year, the committee met a number of times to identify and approve for recommendation to the board, a new chairman following the resignation of TS Gcabashe as chairman of the group.
The committee considered and approved new divisional boards and governance structures following the decision to combine the logistics divisions and to combine the various motor divisions. This included succession in these structures to 2018.
The group chairman chairs the committee in accordance with the recommendations of King III.
Social, ethics and sustainability committee
The role of the social, ethics and sustainability committee encompasses all aspects of sustainability. The committee performs statutory duties, as set out in the Act, for the group and on behalf of subsidiary companies. In addition to its statutory duties, it assists the group in discharging its social, ethics and sustainability responsibilities and implementing practices consistent with good corporate citizenship, with particular focus on the following:
- King III.
- Imperial’s sustainability commitments
- Broad-based black economic empowerment (BBBEE) requirements, as described in the Department of Trade and Industry’s Combined Generic Scorecard (excluding ownership targets) and associated Codes of Good Practice.
- Imperial’s transformation commitments, as described in the group’s transformation strategy and division-specific BBBEE plans.
- Environmental commitments, as described in Imperial’s environmental policy framework.
- Socio-economic development (SED) commitments, as described in Imperial’s SED policy
- Imperial’s code of ethics and corporate values.
Transformation remains a key focus area and the committee will continue to guide Imperial in its goal of increasingly reflecting the diversity of South Africa.
During the year, the committee discharged its statutory duties to monitor the company’s activities relating to the following:
- SED, including the company’s standing in terms of the goals and purposes of the ten principles set out in the United Nations Global Compact Principles, the Organisation for Economic Cooperation and Development (OECD) recommendations regarding corruption, the Employment Equity Act and the BBBEE Act.
- Good corporate citizenship, including the company’s promotion of equality, prevention of unfair discrimination and reduction of corruption, its contribution to the development of the communities in which it operates or within which its products or services are marketed and where it undertakes sponsorship, donations and charitable giving.
- The environment, health and public safety, including the impact of the company’s activities and of its products or services.
- Consumer relationships, including the company’s advertising, public relations and compliance with consumer protection laws.
- Labour and employment, including the company’s standing in terms of the International Labour Organisation (ILO) Protocol on decent work and working conditions, as well as the company’s employment relationships and its contribution towards the educational development of its employees.
The committee comprises non-executive directors, executive directors and other members of the management of the company. It is chaired by a non-executive director.
Assets and liabilities committee
The assets and liabilities committee (ALCO) is responsible for implementing best practice asset and liability risk management policies. Its primary objective is to manage the liquidity, debt levels, interest rate and exchange rate risk of the group within an acceptable risk profile.
The investment committee is responsible for reviewing significant transactions and matters of a strategic nature. It meets on an ad hoc basis.
During the year, the committee considered the group restructuring as well as significant disposals and acquisitions.