Nominations committee report
Dear Stakeholder,
I am pleased with the opportunity to address you once again, in my capacity of the chair of the nominations committee, and present you with a brief update on our activities and outcomes during this reporting period.
The committee, which includes myself, Ms Mosia and Ms Amod – all three of us being non-executive and two – independent directors, is primarily involved in monitoring and assessing the performance of the various directors and the governing body as a whole, recommending appointments of directors to the Board and to the different committees, to ensure their optimal constitution in terms of diversity and skills and ensuring that the committees’ charters are up-to-date, aligned with regulatory requirements and AYO’s MOI. Our mandate is to maintain a Board size and composition that promotes value creation and accountability, encourages informed, constructive debate and enables quality decision making, while also ensuring we meet our own self-imposed targets in terms of race, gender and expertise diversity. In 2021, the committee held two formal meetings, enjoying full attendance on both occasions, and regularly engaged with the Board throughout the year.
We started the reporting period with a resignation from a non-executive director, Mr Sello Rasethaba, due to ill health on 11 November 2020. Mr Rasethaba had been an active member of the Board for several years and had made great contributions to the governing body itself, as well as the audit and risk and remuneration committees, which he diligently served during his tenure. While we were disappointed to lose the expertise and value we had come to rely on from Mr Rasethaba, we had to respect the personal challenges he was facing at the time and accept his withdrawal from the business. Fortunately, Mr Rasethaba’s health improved significantly in the following months and he was able to fully resume his duties, effective 1 April 2021. The nominations committee did not delay recommending the reappointment of Mr Rasethaba, which AYO’s Board swiftly accepted.
Another key recommendation of the committee was the appointment of Mr Ismet Amod, who had served as a non-executive director since early 2019, in an executive role. Given the increased focus on healthcare on national and international level triggered by the pandemic and AYO’s critical role in the public health technology supply chain, the Board had identified an opportunity for the Group to strengthen its focus on the industry and enhance mutual value creation. Mr Amod has extensive experience in the field of medical technology study and business development, not to mention a thorough understanding of the Group’s strengths and capacity in its healthcare division, and was thus, the obvious choice for the position. Again, the Board was pleased to ratify the recommendation and Mr Amod stepped into the executive position on 1 April 2021.
The committee evaluated the size, composition and performance of the Board and each separate committee and also oversaw the reviews and updates of their relevant charters, as well as the Board diversity
policy and targets. We are satisfied that the Group is led by an active, diverse and knowledgeable governing body, which optimally positions it to create stakeholder value in the short, medium and long term. With 12 directors, 7 of whom are non-executive and 6 – independent, the Board is sufficiently well-staffed, drawing on varied industry knowledge and experience, multi-faceted viewpoints and expertise, which warrant quality decision making and leadership. In terms of demographic diversity, we are pleased that the Board, comprising of 92% HDI and 25% female directors, is far exceeding statutory B-BBEE requirements. However, we will explore boosting female representation in the future, striving to increase female directorship to 30%.
Additionally, the committee oversaw a process of self and peer evaluation for the individual directors and the effectiveness of the Board and its committees. The appraisals were completed by all directors, including the chairman, with the assistance of the company secretary. The scope of the assessments covered competency, skills, experience and effectiveness of members; Board’s agility, responsiveness and ability to drive strategy and govern ethically; and meeting and operational efficacy of the governing body and the individual committees. The results confirmed that AYO is led by a professional, well-functioning Board that sets the ethical tone for the Group, with strong regard for exemplar governing practices. The evaluation found no significant matters or material concerns in respect of the Board and the committees’ performance.
The nominations committee is satisfied that it has adequately fulfilled its responsibilities in accordance with its mandate during the reporting period. Going forward, we will continue to assess the size and composition of the Board against the evolving business requirements and recommend appointments of directors with due regard to race, gender and expertise diversity and the potential contribution of such new appointments to the promotion and execution of the Group’s vision and strategy. We will re-evaluate the charters and diversity policy of the Board and its committees in 2022 to ensure alignment with regulatory requirements and industry best practices, as well as continue to monitor the workings, performance and value contribution of individual directors and committee teams and track progress towards achievement of diversity targets.
Dr Wallace Mgoqi
Chair of nominations committee
17 December 2021
