Framework

STATEMENT OF COMMITMENT

Effective corporate governance is a critical part of MAS’ strategy and its ability to function as a responsible corporate citizen. We are committed to the highest standards of business integrity, ethical values and governance. The Board recognises its responsibility for the business to conduct its affairs with prudence, transparency, accountability, fairness and social responsibility, whilst safeguarding the interest of all stakeholders.

The Board is committed to complying with the listings requirements of the Johannesburg Stock Exchange, general principles of good corporate governance and, in particular, to the recommendations for best practice as laid down within the corporate governance principles as recommended by King IV. The extent of MAS’ application of the corporate governance principles as recommended in King IV is available for download. – CLICK HERE

BOARD OF DIRECTORS

The Board comprises seven non-executive directors, the majority of whom are independent and three executive directors. In compliance with King IV Code on Corporate Governance, at Board level, clearly defined responsibilities ensure the balance of power and authority. The roles of Chairman and Chief Executive Officer (CEO) are clearly defined and segregated ensuring no individual holds single and unlimited power or has control over significant decision-making processes.

All directors have the skills, experience and/or qualifications required to make adequate judgements on issues of risk, strategy, resources, conduct and evaluation of performance. The Board’s expertise and knowledge are comprehensive and balanced and facilitate efficient business management. The Board comprises experienced and qualified individuals. The majority hold, or have held, other non-executive positions, supporting their ability to fulfil appropriate committee roles.

The Board is fully committed to demonstrating the importance of good governance and encourages robust oversight and constructive challenges from its non-executives.

When required, MAS engages additional, relevant, technical experts, to advise and engage with the Board.

The Board meets at least three times a year to discharge its duties, as set out in the Board Charter, and is responsible for setting strategy, approving major matters, governing risk management and monitoring performance. The Board oversees the overall effectiveness of the Internal Control Framework, ensuring assets are appropriately safeguarded, operations are run efficiently, proper accounting records are maintained and published financial information is reliable.

The Board acts as a focal point for, and is the custodian of, corporate governance by administering relationships with management, shareholders and other stakeholders, using sound corporate governance principles.

Board committees

Audit and Risk Committee

Members: Vasile Iuga (Chair), Brett Nagle, and Martin Slabbert

Key responsibilities: ensures that the Group’s financial performance is properly reported on and monitored, reviews internal control systems, procedures and processes, and is responsible for implementing an effective Risk Management Policy for strategic and operational risk, and also oversees the external and internal audit processes

Remuneration and Nomination Committee

Members: Dan Pascariu (Chair), Martin Slabbert, and Werner Alberts

Key responsibilities: Reviews and sets remuneration across the Group, including providing employees with share purchase plans, oversees Directors’ appointment, evaluates Board composition and succession planning

Environmental, Social and Ethics Committee

Members: Pierre Goosen (Chair), Claudia Pendred, and Irina Grigore

Key responsibilities: Oversees the environmental and social strategy and monitors progress on its implementation, provides oversight and monitoring of environmental matters, oversees and reports on Group’s compliance with ethics and corporate citizenship, monitors and reviews compliance with all applicable legislation, regulations and listing requirements and ensures that the ethical culture and core values are ingrained throughout the Group