AVBOB Integrated Annual Report 2018

seven Non-executive Directors. The Non-executive Directors are all considered to be independent. There is a vacancy on the Board for a Non-executive Director due to the retirement of Mr GL Marx. Mr LB Dlamini has been appointed to the Board as from 21 June 2018. Mr Dlamini fills the position vacated by Prof VA Lawack. The Board comprises individuals of high calibre, diverse backgrounds and expertise, and each of them adds value and brings independent judgement to bear on the Board’s deliberations and decisionmaking process. The Board is headed by an Independent Non-executive Chairperson who is elected annually by the Board and whose role is separate from that of the Chief Executive Officer. In accordance with the Society’s Act of Incorporation and Regulations, one-fourth of the Non- executive Directors, or if their number is not a multiple of four, then the number nearest to one- fourth, have to retire from office at each Annual General Meeting (AGM). Retiring Directors and new nominees must be nominated by members in terms of the Regulations. The procedure for the appointment of Directors is formal and transparent, and any nomination to fill a vacancy is treated as a matter for the Remuneration and Nominations Committee who makes a recommendation to the main Board. All Non-executive Directors are consequently appointed at an AGM by members’ resolution. Directors of wholly-owned subsidiary companies are all nominee Executive Directors and are responsible to the Society’s Board for the proper management of the subsidiaries. Individual Directors, the Board and Board Committees are assessed and evaluated every two years. The evaluation process assists the Board in identifying any development requirements it may have. For the period under review, all Directors were evaluated by means of a formal questionnaire and they were found to be fit and proper as required by the Companies Act (71 of 2008), FSB Board Notice (158 of 2015) and King IV. Furthermore, the independence of the Non-executive Directors was assessed and all were found to be independent. To ensure that Directors are free from any conflict of interest, they are obliged to disclose their other directorships and any transactions that may give rise to a potential conflict of interest. No Director had a material interest in any contract or transaction with the Group during the year under review. The composition of the Board and Board Committees is set out in the Directors’ Report. Responsibilities The Board is the custodian of good corporate governance and provides effective ethical leadership to the Group and its stakeholders. The Board understands and accepts its responsibility with regard to: • the adoption of strategic plans; • a visual separation of powers between the Board and management; • approval of bonuses to policyholders; • monitoring of operational performance and management; • financial reporting in accordance with International Financial Reporting Standards; • regular review of the Group’s governance framework; • compliance with all relevant laws, regulations and best practice standards; • determination of policies and processes to ensure the integrity of risk management and internal control; and • Director selection, orientation and evaluation. 25