LENMED AIR 2019.pdf

COMMITTEES OF THE BOARD Principle 8 The governing body should ensure that its arrangements for delegation within its own structures promote independent judgement and assist with balance of power and the effective discharge of its duties. Lenmed has four standing Board committees as described below and the composition of the committees are in line with King IV™ and the Companies Act as applicable. While the Board remains accountable and responsible for the performance and affairs of the Group, it delegates certain functions to management and Board committees to assist it in properly discharging its duties. The Board has the following Board committees in place: + Audit and Risk Committee + Remuneration and Nominations Committee + Social and Ethics Committee + Clinical Governance Committee Each of the committees is chaired by a different non-executive director which further addresses independent judgement aspects. The Chairman of each Board committee provides feedback at each scheduled meeting of the Board and minutes of committee meetings are provided to the Board. All the members of the Audit and Risk Committee are independent non-executive directors. The Remuneration and Nominations Committee has a majority of independent non-executive directors and is chaired by an independent non-executive director. The Social and Ethics Committee is chaired by an independent non-executive director. Each Board committee functions in accordance with the provisions of its own Charter, as annually reviewed and recommended by the relevant committee and approved by the Board. The Charters set out the purpose, membership, duties and reporting procedures of the various Board committees. The directors and the members of the Board committees are supplied with full and timely information that enables them to properly discharge their responsibilities. All directors have unrestricted access to all Group information, and further, are entitled to get external independent professional advice which also enhances independent judgement and balance of power in regard to Board deliberations and processes. The Chairman of each Board committee is required to attend Annual General Meetings to answer questions raised by shareholders. Further details of the committees can be found in the respective committee reports. BOARD PERFORMANCE EVALUATION Principle 9 The governing body should ensure that the evaluation of its own performance and that of its committees, its chair and its individual members, supports continued improvement in its performance and effectiveness. Lenmed has a process to evaluate the effectiveness of the performance of the Board and the committees. This comprises an open discussion held annually by the Board and each committee to assess their effectiveness. In addition, the Audit Committee was independently assessed by internal auditors PWC and external auditors PKF Durban. The outcomes were positive and affirmed that the committee is working effectively. This assessment was based on a range of criteria and best practices applicable to Audit Committees and included commentary from PWC and PKF Durban based on their observations. Individual director evaluations for non-executive directors have not been implemented; however, there is a review of KPIs against the strategy, which also is a form of an evaluation, although noting there are no KPI’s for non-executive directors. Also, the Board is mature, and issues are raised in the open. The names of under- performing directors will not be submitted to shareholders for re-election. APPOINTMENT AND DELEGATION TO MANAGEMENT Principle 10 The governing body should ensure that the appointment of, and delegation to, management contributes to role clarity and the effective exercise of authority and responsibilities. The Board Charter sets out matters reserved for the Board and is reviewed annually. In addition, there is a Delegation of Authority (approved by the Board and reviewed annually) which sets out matters delegated to management and those reserved for the Board. The Lenmed Board appoints the CEO and the incumbent is accountable to the Board for leading the implementation of strategy, policy and running the day-to-day business of the company. The King IV™ recommendations for the CEO in respect of appointment, roles and responsibilities, succession planning and performance evaluation are complied with. On a bi-annual basis, Remco reviews the organogram and interrogates all aspects of the business relative to the roles and responsibilities of the executive and senior management team. Lenmed has a Company Secretary with the necessary experience, expertise and qualifications to discharge the role effectively. The King IV™ recommendations in respect of the appointment, reporting lines, independence, duties and performance evaluation are met. Details of the Company Secretary are set out under Principle 7. Lenmed’s corporate governance continued King IV™ overview continued 66 ENSURING AND PROTECTING VALUE