Board of directors
AYO’s Board of directors is a professional, active, purpose-driven unit, that effectively and efficiently leads the Group with intent, integrity and ardour. From the foundation of a clear mission, vision for the future and culture, conducive to success, it sets the strategic direction, performance and behavioural expectations and framework for the Company, its subsidiaries and joint ventures to create meaningful, tangible value for the business and society. The Board is also the ultimate custodian of corporate governance, continuously perfecting and enhancing processes and strategies that promote ethical culture, optimal performance and value creation, adequate and effective controls, reputation and trust.
“THE FIRST LAW OF LEADERSHIP IS THAT YOUR FOUNDATION IS BUILT THROUGH INTEGRITY, CHARACTER AND TRUST “
BRIAN CAGNEEY
The famous author and business coach, Brian Cagneey, says that “the first law of leadership is that your foundation is built through integrity, character and trust”. These are the very qualities we seek in our leaders, who do not come short. At the helm of the organisation, our non-executive chairman, Dr Wallace Mgoqi, with his long and esteemed professional record, is the epitome of ethical conduct and integrity. A testament to his principled character was his nomination for the honourable position of Chief Justice in October 2021.
He is supported by a prudently selected, diverse team of knowledgeable and experienced directors, that maximises the Group’s value creation capacity by considering business’ and societal needs and expectations. This purposeful, valuedriven guidance is then carried down to every unit and staff member of the organisation by an equally praiseworthy and competent CEO, Howard Plaatjes, and an efficient, capable and noble executive team. While the CEO and chairman maintain direct, open communication at all times, the two roles are held separately with clearly defined responsibilities for each function.
In line with the conditions of paragraph 7.F.6 of the Companies Act and paragraph 8.63(r) of the JSE Listing Requirements, the Board governs in accordance with its official charter, as outlined in the Group’s Memorandum of Incorporation (MOI), which is fully compliant with the provisions of the Companies Act, as well as AYO’s Code of Ethical Conduct and formal Decision Making Framework.
Directors’ diversity, in terms of not only race and gender, but also skill set, experience and expertise, ensures healthy debate and quality of decision making at strategic level. The Board discharges its duties with the assistance of five Board committees, each with its formally mandated terms of reference. Common membership of our multi-skilled directors and executives’ attendance to the formal meetings of the various committees ensures smooth and efficient flow of information, as well as swift implementation of strategic decisions. On the other hand, paragraph 6.2.8 of the Board Charter coupled with the formal schedule of power and authority at Board level, ensure that no one director has unfettered decision making capacity or ability to unduly influence any area of governance.
The Board held five formal meetings during the reporting period, enjoying overall attendance of 90%. Three of these were quarterly scheduled meetings, where AYO’s long and medium term strategy, governance framework, budgets and forecasts and statutory reports were reviewed, deliberated and approved. The other two were special meetings, called in respect of critical matters arising for the Group that required the Board’s immediate attention.
The Board is satisfied that for the 2021 financial year it complied with the provisions of the Companies Act and relevant laws of establishment relating to its incorporation and that AYO operated in conformity with its MOI and other relevant constitutional documents. Further, the Board is satisfied that it adequately fulfilled its responsibilities during the reporting period, in accordance with the Board charter.
An important associate of the Board is the company secretary, Mr Wazeer Moosa, who plays a pivotal role in the establishment of effective processes and systems that enable good governance, as well as raising matters that may warrant the Board’s attention. 2021 was the third year of Mr Moosa’s tenure in the role and the Board is comfortable that he has displayed the necessary competence, qualifications, experience and commitment for the role, in compliance with paragraph 3.84(i) of the JSE Listing Requirements. The Board is also satisfied that Mr Moosa has maintained an arm’s length relationship with individual directors and is not a director of the Company.
Board profile
The majority of AYO’s Board members are independent, non-executive directors, as recommended by the King IV™ Code of Corporate Governance and global best practices. As technology investment companies need a broad range of skills to remain relevant in a rapidly transforming society and create value for all stakeholders, AYO’s Board composition is regularly reviewed, with the assistance of the nominations committee, to ensure the appropriate mix of skills and experience to enable the Board, as a collective, to drive the Group’s strategy into the future and thereby create value. A formal Board diversity policy further ensures that the Group complies with all employment equity and B-BBEE requirements, while promoting the advancement of important UN SDGs including gender equality (SDG 5) and reducing inequality (SDG 10).
Board skill set and expertise
