GOVERNANCE

Commitment and Approach to Corporate Governance

The Board is the focal point of the Group’s corporate governance management system and remains ultimately responsible for its implementation and performance. In discharging this responsibility, the Board is guided by its charters and policies and further ensures that effective corporate governance is practiced consistently throughout the Group by complying with the requirements of King IV, the JSE Listings Requirements and the Companies Act, in both letter and spirit.

The Board of Directors

The power and authority to lead, control, manage and conduct business, including the power and authority to delegate, is vested with the Board to ensure that Ellies remains a sustainable and viable business. This responsibility is facilitated by a well-developed governance structure. In discharging its responsibilities, the Board is supported by senior management and Board committees.

The Board comprises three executive directors and four non-executive directors, three of whom are independent, including the lead independent non-executive director. The Board has adopted a gender diversity policy and undertakes to ensure that by 2020, female representation on the Board is at least 15%. The Board currently has one female independent non-executive director, Ms. Fikile Mkhize. The composition of the board can be viewed here.

The non-executive directors are individuals of the right calibre, credibility and have the necessary skills and experience to bring judgement to bear, independent of management, on issues of strategy, performance, resources, transformation, diversity and employment equity, standards of conduct and evaluation of performance.

The Board is regulated by a formal Board Charter, which is reviewed annually, and codifies the role of the Board and the responsibilities of the directors. The Charter sets out the Board’s responsibilities, including adoption of strategic plans, monitoring operational performance and management, determining policy and processes to ensure the integrity of the Group’s risk management and internal controls, communication policy and director selection, orientation and evaluation.

The information needs of the Board are reviewed annually and directors have unfettered access to all company information, records, documents and property to enable them to discharge their responsibilities. Efficient and timely methods of informing and briefing Board members prior to Board meetings have been developed, with steps taken to identify and monitor key risk areas, key performance areas and non-financial matters relevant to Ellies’ operations.

In this context, directors are given information on key performance indicators, variance reports and industry trends. Any director may request that additional matters be added to the agenda. Proceedings at Board meetings are properly minuted and all minutes are circulated to all Board members for review prior to being approved.

The Board also has an induction programme in place, to familiarise incoming directors with the Group’s operations, senior management and its business environment, and to induct them in their fiduciary duties and responsibilities. Directors receive further briefings on relevant new laws and regulations, as well as on changing economic risks. New directors, with limited or no board experience, receive development and education training to inform them of their duties, responsibilities, powers and potential liabilities.

Directors are further encouraged to stay abreast of the Group’s businesses through independent site visits and meetings with executive management. All directors are entitled, at Ellies’ expense, and after following an agreed procedure, to seek independent professional advice on any matter pertaining to the Group which they deem necessary.

Board meetings are held quarterly, with additional meetings convened when required. The Board sets the strategic objectives of the Ellies Group and determines investment and performance criteria. It is also responsible for the proper management, control, compliance and ethical behaviour of the businesses under its direction.