Board committees

ARCC CONSTITUTION AND OPERATION

The committee operates within defined terms of reference as set out in its charter which has been approved by the Board.

The ARCC charter is available in this section under Board Committees.

The ARCC during FY24 consisted of the following independent non-executive directors:

• Johnson Njeke (Chair)
• Deepa Sita
• Rick Medlock
• Sabine Everaet - from 1 March 2024

The ARCC meets at least four times a year and the external auditors, the internal auditors, CEO, CFO, CRO and Group Legal Counsel are invited to attend.

The principal purpose of the committee is to:

• Assist the Board in discharging its duties relating to safeguarding of assets, risk evaluation and risk management, operation of internal controls and accurate reporting to shareholders and compliance with relevant laws and regulations;
• provide a forum for discussing business risk and control issues and for developing relevant recommendations for consideration by the Board;
• provide oversight of the activities of the internal audit and the external audit functions.

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 2023 is presented in the  Risk Report section of the Annual Report.

SOCIAL AND ETHICS COMMITTEE CONSTITUTION AND OPERATION

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

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 in this section under Board Committees.

The Social and Ethics Committee during FY24 comprised the following independent non-executive directors:

• Stephen Davidson (Chair)
• Maya Makanjee
• Johnson Njeke
• Sabine Everaet - from 1 March 2024

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.

For more information about the Social & Ethics Committee please click here.

REMUNERATION COMMITTEE CONSTITUTION AND OPERATION

The role of the committee is to assist the Board in ensuring 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 Remuneration Committee operates under terms defined in its charter, which has been approved by the Board.

The Remuneration Committee charter is available in this section under Board Committees.

The Remuneration Committee during FY24 comprised the following independent non-executive directors:

• Deepa Sita - Chair from 1 August 2023
• Stephen Davidson
• Maya Makanjee
• Luis Rapparini
• Johnson Njeke - until 1 March 2024

The CEO and CFO may be invited to attend portions of meetings of the Remuneration Committee, but neither may take part in any discussions regarding their own remuneration.

The committee reviews its performance annually by means of questionnaires completed by individual committee members which are then discussed at Board and committee meetings. These appraisals enable the committee to evaluate its effectiveness objectively and to conclude whether it is meeting its objectives as described in its charter.

FUTURE FOCUS AREAS

The committee intends to continue the consultation process with shareholders and discuss the continuing evolution of the remuneration policy focusing on ESG and inclusion of environmental metrics in remuneration.

For more information about the Remuneration Committee please click here.

NOMINATIONS COMMITTEE CONSTITUTION AND OPERATION

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 in this section under Board Committees.

The Nominations Committee during FY24 consisted of the following independent non-executive directors:

• Maya Makanjee (Chair)
• Stephen Davidson
• Johnson Njeke - from 1 March 2024
• Deepa Sita - from 1 March 2024
• John McCartney - until 27 July 2023

The CEO and CFO 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.