The board comprises three executive directors and six non-executive directors of whom two are independent. The non-executive directors are free to make their own decisions and judgements. They enjoy no benefits from the company for their services as directors other than their fees, potential capital gains and dividends on their interests in ordinary shares and options. The non-executive directors are high-calibre professionals and sufficient in number for their views to carry significant weight in the board’s deliberations and decisions. The guidelines contained in the JSE Listings Requirements were used to test the category most applicable to each director.
THE INDEPENDENT BOARD
The independent board (“IB”) is positioned by the board to preside over corporate activities for good governance and, where necessary, to preside when any possible conflict of interest may exist and regulations call for an independent governing body. It comprises independent non-executive directors who are not shareholders and who are not affiliated with the executives of the firm. They are directors who have no business dealings with the company.
The IB is expected to provide vigilant oversight to mitigate risk and to promote shareholder value. The IB also oversees board responsibilities in areas such as mergers and acquisitions when independence is required.
Dr Humphrey Mathe (Chairman)
Steering Wescoal and setting its strategic direction
Remuneration and nomination committee
|Audit, risk and compliance committee||Remuneration and nomination committee||Social and ethics committee||Project and investment committee|
|Focus areas||Focus areas||Focus areas||Focus areas|
|Reporting (financial and integrated).
Audit matters (internal and external).
Risk management, information and technology governance.
Information and cyber-security.
|Remuneration strategy and policy
Human capital management
|Good corporate citizenship
Ethical leadership and conduct
Social and economic development
|Investment activities, oversight and decision-making
Monitoring investment mandates