Board and Board Committees
The Board
Foskor’s Board of Directors is responsible to its shareholders for the performance of the company. Its role includes the establishment, review and monitoring of strategic objectives, approval of major acquisitions, disposals and capital expenditure, and overseeing the Group’s systems of internal control, governance and risk management.
The Board takes overall responsibility for Foskor’s success. Its role is to exercise leadership and sound judgement in directing the Group to achieve sustainable growth and to act in the best interests of stakeholders.
In line with the recommendations of King III, the roles of the Chairperson and Chief Executive Officer are separate. The Chairperson is responsible for leading the Board and the Chief Executive Officer for the operational management of the Group. Furthermore, Foskor has a unitary Board structure comprising:
- Five independent non-executive directors
- Eight non-executive directors and
- One executive director.
The Board considers sound corporate governance to be pivotal to delivering sustainable growth in the interests of all the Group’s stakeholders. Governance structures and processes are regularly reviewed and adapted to accommodate internal developments and to reflect best practice.
The Board selects and appoints the Company Secretary and recognises the pivotal role played by this person in entrenching good corporate governance. All directors have unlimited access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that Board procedures are adequately followed. The directors can, at any time, obtain independent professional advice at the company’s expense.
The Board retains full and effective control over the company by monitoring the executives in their implementation of Board policies and strategies, as well as by setting targets and measuring the company’s performance on an annual basis. The Board is also responsible for ensuring compliance with all relevant laws, regulations and codes.
The Board has adopted a comprehensive delegation matrix aimed at clarifying the various limits of authority in place within Foskor. The collective responsibility of management vests in the Chief Executive Officer, Mr Ufikile Khumalo. Mr Khumalo provides regular reports to the Board on progress towards the Group’s objectives.
New directors are informed of their duties and responsibilities through an induction process and have access to key management personnel from whom they can obtain information on Foskor’s operations. Visits to operational businesses are encouraged and some meetings in the annual Board programme are held at component businesses.
Foskor’s management reports to the Board on its implementation of the King Code of Corporate Governance Principles for South Africa (King III). Foskor has applied most of the practices recommended by King III. Those that are not yet applied are elaborated on in our detailed governance report, available online.
The Board Committees
The Board Committees assist the Board in executing its duties and exercising its powers. The Board delegates to each committee the authority required to enable it to fulfil its functions through formal Board-approved terms of reference. The Board does not discharge its responsibility by delegating its authority to the Board Committees
The Board has established the following sub-committees to assist in the discharge of its duties:
- The Board Audit and Risk Committee
- The Board Human Capital & Nominations Committee
- Social & Ethics Committee and
- The Board Technical Committee
For the sake of transparency and full disclosure, the Chairman of each Board Committee reports formally to the Board at each Board meeting on all matters within its duties and responsibilities, including recommendations made by the committee.
Board Audit and Risk Committee
The Board Audit and Risk Committee assists the Board in carrying out its responsibilities to stakeholders in respect of the company’s accounting, auditing, internal control, Compliance, IT, Risks and reporting practices. The Board Audit and Risk Committee consist of two independent non-executive directors and two non-executive directors. The Chief Executive Officer, Group Internal Audit Manager and representatives from the external auditors, executives and management attend the meetings of the committee by invitation.
The committee is authorised by the Board to examine any internal audit report and financial information it wishes to, and can instruct the management of Foskor, the internal auditors or the external auditors to conduct any investigation it considers necessary. Both the internal and external auditors have unrestricted access to the committee, which meets at least once every quarter. The Board Audit and Risk Committee operate in accordance with a formal Board Audit and Risk Committee Charter.
Board Human Capital & Nomination Committee
This committee oversees the human capital, social and ethical aspects of company operations.
Human Capital Oversight
The Committee considers, before submission to the Board, the general remuneration policy of Foskor and proposed adjustments to the policy. The Committee is also responsible for the approval of the executive remuneration packages and incentives as delegated to the Committee by the Board of Directors, and for determining the remuneration package and incentives of the CEO. The Committee also considers the composition of the staff complement, staff transformation and succession planning.
The Committee reviews the human capital policies of the company and any other matters related to human capital management referred to it by the Board of Directors. The Committee reports regularly to the Board of Directors.
Social and Ethics Committee
The Committee monitors compliance with Foskor's Code of Ethics, employment equity legislation, and any of the company's activities relating to the following:
- Social and economic development, including the company's standing in terms of the goals and purposes of the Employment Equity Act, the Broad-Based Black Economic Empowerment Act and others;
- Good corporate citizenship, including the company's promotion of equality, prevention of unfair discrimination and reduction of corruption;
- The environment, health and public safety, including the impact of the company's activities and of its products and services;
- Consumer relationships, including the company's advertising, public relations, and compliance with consumer protection laws; and
- Labour and employment, including the company's employment relationships, and its contribution to the educational development of its employees.
The Committee reports to shareholders at the company’s Annual General Meeting on the matters within its mandate.
Board Technical Committee
The Board Technical Committee advises the Board on technical, safety, health and environmental issues as well as the risks relating to the Foskor Group’s production processes and projects. The Committee has no executive management responsibility but provides guidance and support to help management maintain the company’s sustainability and success.