Governance
Vunani is fundamentally committed to the practice of good governance in all aspects of its business, which is evident in all of its governance structures, policies and procedures.
Board Charter
The composition, scope of authority, responsibility and function of the board is outlined in a formal charter, which is reviewed on a regular basis. The charter:
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Sets out and regulates the parameters within which the board operates; and
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Ensures the application of the principles of good corporate governance.
The charter requires the board to represent and promote the legitimate interests of the group and all its stakeholders in a manner that is both ethical and sustainable. It governs the board’s responsibilities and level of authority, which are defined in accordance with the guidelines expressed in the King Report on Corporate Governance for South Africa (2016) (King IV).
The Role of the Executive Directors
The executive directors are responsible for the day-to-day management of the operations of the group. They have service contracts with the group, which may be terminated by either party with one month’s written notice. They meet regularly to ensure that effective control is exercised over the management of all of the group’s affairs.
Directors are required to
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exercise effective leadership;
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exercise integrity and judgement;
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act fairly;
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be accountable;
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take responsibility; and
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embrace transparency and ethical business conduct.
The executive directors are individually mandated and held accountable for:
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acting in the best interests of shareholders and other stakeholders;
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implementing policies and strategies as determined by the board;
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managing and monitoring the business and the affairs of the group in accordance;
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with approved policies, strategies, plans and budgets;
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prioritising the allocation of capital and other resources;
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ethical and transparent financial management; and
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establishing the best managerial and operational practices.
The group’s executive committee includes the heads of each business unit and key members of management. All proposed policies and procedures have to be approved by this committee before they can be sent on to the audit and risk committee and then to the board for final approval.
The Role of Independent, Non-Executive Directors
The independent non-executive directors are individuals of high calibre and credibility. They serve for various periods of time, but do not have service contracts and do not participate in the group’s share incentive scheme. The board assesses their independence, in line with policy, on an ongoing basis. The non-executive directors are held accountable for:
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acting in the best interests of shareholders and other stakeholders;
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policy-making and planning;
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monitoring the group’s performance and taking remedial action to correct any deficits that may arise;
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monitoring the performance of the executive directors and holding them accountable for their decisions and actions; and
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ensuring that fiscal and financial matters are handled ethically and in accordance with all appropriate regulations and legislation.
