Basic HTML Version
34
JOHN DANIEL HOLDINGS LIMITED AND ITS SUBSIDIARIES
INTEGRATED ANNUAL REPORT 2011
Corporate Governance -
Continued
Independence of the board and board balance
At the year end, the board comprised five directors - two
executives and three independent non-executives.
The predominance of non-executive directors on the
board maintains a healthy balance and ensure inde-
pendent decision making. The non-executive directors
were selected based on their experience and skill set
and also provide independent opinion with no extrane-
ous factors that materially affects their judgment. Fees
earned by the non-executive directors are market-re-
lated. If there is an actual or potential conflict of interest,
the director (executive or non-executive) concerned, af-
ter declaring his/her interest in terms of the Companies
Act, is excluded from the related decision-making pro-
cess. The roles of the chairman and chief executive office
are separated in order to ensure a balance of power and
authority.
Board responsibilities
The board is ultimately responsible for the Company’s
performance and affairs, which includes protecting and
enhancing the Company’s wealth and resources, timely
and transparent reporting and acting at all times in the
best interest of the Company and its stakeholders. In ful-
filling this responsibility, the board oversees the strategy,
acquisition and disinvestment policy, risk management,
financing and corporate governance policies of the
Company.
The board is responsible for ensuring that controls and
procedures are in place to ensure the accuracy and in-
tegrity of accounting records so that they provide rea-
sonable assurance that assets are safeguarded from loss
or unauthorised use and that the financial records may
be relied upon for maintaining accountability for assets
and liabilities and preparing the financial statements.
The directors’ statement of responsibility is set out on
page 52 of this report.
Appointments to the board
The board doubles as the nominations committee with
each board member holding one vote. New directors ap-
pointed to the board since the last annual report were
appointed in accordance with the casual vacancy pro-
visions of the company’s articles of association, auto-
matically retire at the next annual general meeting and
their re-appointment is subject to the approval of share-
holders at such annual general meeting.
Advice
The directors all have unlimited access to the company
secretary who, inter alia, advises the board and its com-
mittees on issues relating to compliance with procedures,
the JSE Listings Requirements and the King reports on
corporate governance. Directors are furthermore, with
the prior knowledge of the chief executive officer, en-
titled to ask any questions of any personnel and enjoy
unrestricted access to all company documentation, in-
formation and property.
Board and Committee Meetings and
Attendance thereof
The directors are briefed in respect of special business
and information is provided to enable them to give full
consideration to matters under discussion. Directors’
board packs are prepared and distributed for each board
meeting and minutes of all board and committee meet-
ings are duly recorded.