Audit, Risk and Compliance Committee

During the year ended 28 February 2018, the ARCC comprised four independent non-executive directors:

  • Chris Seabrooke (Chairman)
  • Funke Ighodaro
  • Johnson Njeke
  • Stephen Davidson

The King IVTM Code recommends that the Group Chairman should not sit on the audit committee but this is permitted by the JSE. The Board is of the view that the presence of Mr Stephen Davidson, the Group Chairman, as a member of the ARCC is a valuable aspect of the Group's corporate governance and assists effective communication within the Board.

The committee considers its Chairman, Mr Seabrooke, to be designated the financially qualified member. Biographical details of the committee members, including their financial qualifications, are shown here. On 31 May 2018, Mr Seabrooke will step down from the committee and be replaced as Chairman by Mr Njeke.

The committee operates within defined terms of reference as set out in its charter and the authority granted to it by the Board and meets at least three times a year, when the external auditors, the internal auditors, Chief Executive Officer, Chief Financial Officer, Chief Risk Officer and Group Legal are invited to attend. The external and internal auditors have unrestricted access to the ARCC and meet with the committee members, without management present, at least once a year. The ARCC charter is available on the Group's website www.datatec.com.

The principal functions of the committee are to:

  • review the annual financial statements, the half-yearly results announcement and other financial reports;
  • ensure the Group has established appropriate financial reporting procedures and that those procedures are operating effectively;
  • assess the risks facing the business and review the Group's risk management procedures;
  • monitor the effectiveness of internal controls and comment on the state of the internal control environment (see risk report);
  • review the internal and external audit plans and discuss the findings and recommendations of the internal and external auditors; and
  • review the effectiveness of the external auditors including considering the findings of: the inspection performed by the auditors' regulatory body; the auditors' internal engagement monitoring inspection; the outcome of any legal or disciplinary procedures; and review the effectiveness of the internal auditors.

Directors' attendance at ARCC meetings during FY18 and subsequently to the date of this report (all meetings were scheduled) is as follows:

  16 March
2017
17 May
2017
9 November
2017
6 March
2018
14 May
2018
CS Seabrooke P P P P P
O Ighodaro P P P P P
MJN Njeke P P P P P
SJ Davidson P P P P P

P = Present

The committee reviews its performance annually by means of questionnaires completed by individual committee members and attendees which are then discussed at Board and committee meetings. These appraisals enable the committee to evaluate its effectiveness objectively and to conclude that it is operating effectively under the terms of reference set down in its charter.

The committee is satisfied that it has met its legal and regulatory responsibilities for the year under review and to the date of this report with respect to its terms of reference as set out in its charter.

The ARCC's report to shareholders for the year ended 28 February 2018 is presented in the Integrated Report.

The Chairman of the committee will be available at the Annual General Meeting to answer queries about the work of the committee.

Social and Ethics Committee

The Board has established a Social and Ethics Committee under the terms of the Companies Act 71 of 2008.

The composition of the Social Ethics Committee during FY18 was:

  • Mr Johnson Njeke (Chairman)
  • Jens Montanana (Chief Executive Officer)
  • Stephen Davidson (Group Chairman)

The committee operates within defined terms of reference as set out in its charter and the authority granted to it by the Board and meets at least twice a year.

The Social and Ethics Committee charter is available on the Group's website www.datatec.com.

The committee's role is to monitor the Company's activities in the areas of: social and economic development; good corporate citizenship; the environment, health and public safety; relationship with all stakeholders; and labour and employment matters. In carrying out this role it will have regard to any relevant legislation, other legal requirements or prevailing codes of best practice.

A key role of the committee is to monitor the Company's standing in terms of the goals and purposes of the ten principles set out in the United Nations Global Compact.

The committee monitors the application of the Company's Code of Conduct across the Group and takes account of the Organisation for Economic Co-operation and Development's recommendations regarding corruption as well as anti-bribery and corruption legislation and best practice from around the world including the US Foreign Corrupt Practices Act and the UK Anti-Bribery Act.

It also monitors the Company's application of BBBEE legislation in its South African operations and the promotion of equality and prevention of unfair discrimination throughout the global operations of Datatec.

The committee also monitors the Company's contribution to development of communities in South Africa undertaken through the work of the Datatec Educational and Technology Foundation.

Directors' attendance at Social and Ethics Committee meetings during FY18 and subsequently to the date of this report (all meetings were scheduled) is as follows:

  16 March
2017
9 November
2017
6 March
2018
MJN Njeke P P P
JP Montanana P P P
SJ Davidson P P P

P = Present

The committee reviews its performance annually by means of questionnaires completed by individual committee members and attendees which are then discussed at Board and committee meetings. These appraisals enable the committee to evaluate its effectiveness objectively and to conclude that it is operating effectively under the terms of reference set out in its charter.

In summary, the committee's role is overseeing the good corporate citizenship of the Group on behalf of the Board.

The committee's report to shareholders for the year ended 28 February 2018 is presented in the Integrated Report.

The Chairman of the committee will be available at the Annual General Meeting to present its report noted above and to answer queries about the work of the committee.

Remuneration Committee

The Remuneration Committee operates under terms defined in its charter, which has been approved by the Board. The Remuneration Committee charter is available on the Group's website www.datatec.com.

The composition of the Remuneration Committee during FY18 was:

  • John McCartney (Chairman)
  • Stephen Davidson
  • Chris Seabrooke
  • Nick Temple
  • MJN Njeke

Johnson Njeke was appointed to the Remuneration Committee on 1 March 2017.

The Remuneration Committee's meetings during FY18 and subsequently to the date of this report (all meetings were scheduled), together with the attendance of the committee members, are as follows:

  21 March
2017
18 May
2017
18 July
2017
10 November
2017
7 March
2018
15 May
2018
JF McCartney P P P P P P
SJ Davidson P P P P P P
CS Seabrooke P P P P P P
NJ Temple P P P P P P
MJN Njeke P P P P P P

P = Present

The Chief Executive Officer and the Chief Financial Officer may be invited to attend meetings of the Remuneration Committee but neither may take part in any discussions regarding their own remuneration.

The role of the committee is to assist the Board to ensure that the Company remunerates directors and executives fairly and responsibly in alignment with the creation of long-term shareholder value and to ensure that the disclosure of director and senior management remuneration is accurate, complete and transparent.

The main functions of the committee include:

  • determining, agreeing and developing the Company's general policy on executive and senior management remuneration so that it will promote the achievement of strategic objectives and encourage individual performance;
  • ensuring that the remuneration policy and implementation report are put to a non-binding advisory vote at the general meeting of shareholders once every year;
  • determining specific remuneration packages for executive directors of the Company, including basic salary, benefits, annual performance-based bonuses, share incentives and pensions;
  • determining any grants to executive directors and other senior employees made pursuant to the Company's share schemes and satisfy itself as to the accuracy of recorded performance measures that govern the vesting of incentives;
  • selecting an appropriate comparator group when comparing remuneration levels;
  • regularly reviewing incentive schemes to ensure continued contribution to shareholder value and that these are administered in terms of the rules;
  • advising on the remuneration of non-executive directors; and
  • overseeing the preparation of the remuneration report, included in the Integrated Report (see remuneration report) and recommending it to the Board.

The Remuneration Committee employs the services of specialist consultants in the field of executive remuneration to assist it when necessary. The consultants which have been retained in this role to date are PricewaterhouseCoopers.

The committee reviews its performance annually by means of questionnaires completed by individual committee members and attendees which are then discussed at Board and committee meetings. These appraisals enable the committee to evaluate its effectiveness objectively and to conclude that it is operating effectively under the terms of reference set out in its charter.

The Chairman of the committee reports on the committee's activities at each Board meeting and committee members will be available at the Annual General Meeting to answer questions about the committee's work.

Further details of remuneration matters are covered in detail in the remuneration section of the Integrated Report.

Nominations Committee

The committee operates within defined terms of reference as set out in its charter which has been approved by the Board. The Nominations Committee charter is available on the Group's website www.datatec.com.

The Nominations Committee during FY18 consisted of the following independent non-executive directors:

  • Stephen Davidson (Chairman)
  • Funke Ighodaro
  • John McCartney
  • Chris Seabrooke

The Nominations Committee's meetings during FY18 and subsequently to the date of this report (all meetings were scheduled), together with the attendance of the committee members, are as follows:

  21 March
2017
10 November
2017
7 March
2018
15 May
2018
SJ Davidson P P P P
O Ighodaro P P P A
JF McCartney P P P P
CS Seabrooke P P P P

P = Present; A = Absent

The Chief Executive Officer and Chief Financial Officer may be invited to attend the committee's meetings, but neither may take any part in decisions regarding their own succession. The committee is satisfied that it has met its responsibilities for the year with respect to its terms of reference.

The committee is responsible for making recommendations to the Board regarding the appointment of new executive and non-executive directors and makes recommendations on the composition of the Board generally. The committee ensures that director appointments are formal and transparent and oversees succession planning for the Board and senior management.

The committee reviews its performance annually by means of questionnaires completed by individual committee members and attendees which are then discussed at Board and committee meetings. These appraisals enable the committee to evaluate its effectiveness objectively and to conclude that it is operating effectively under the terms of reference set out in its charter.

The Chairman of the committee reports on the committee's activities at each Board meeting and will be available at the Annual General Meeting to answer questions about the committee's work.

Board Committee Charters

AUDIT, RISK AND COMPLIANCE COMMITTEE CHARTER (112 KB) REMUNERATION COMMITTEE CHARTER (53 KB) SOCIAL AND ETHICS COMMITTEE CHARTER (80 KB) NOMINATIONS COMMITTEE CHARTER (57 KB) BOARD CHARTER (57 KB)