The board comprises four executive directors and three non-executive directors, three of whom are considered independent, including the lead independent non-executive director. Having regard to the current developmental stage of the company, the board is satisfied with its current composition, including the relevant board committees, and acknowledges that it does fully comply with the recommendations of the King Code in such regard. The board is satisfied that there is an appropriate balance of power and authority so that no one individual or block of individuals can dominate decision taking. The non-executive directors are individuals of calibre, credibility and have the necessary skills and experience to bring judgment to bear independent of management, on issues of strategy, performance, resources, transformation, diversity and employment equity, standards of conduct and evaluation of performance.
The information needs of the board are reviewed annually and directors have unrestricted access to all company information, records, documents and property to enable them to discharge their responsibilities sufficiently. Efficient and timely methods of informing and briefing board members prior to board meetings have been developed and steps taken to identify and monitor key risk areas, key performance areas and non-financial aspects relevant to Ellies operations. In this context, directors are given information on key performance indicators, variance reports and industry trends.
The board has an orientation programme to familiarise incoming directors with the company's operations, senior management and its business environment, and to induct them in their fiduciary duties and responsibilities. Directors receive further briefings from time to time on relevant new laws and regulations as well as on changing economic risks. New directors, with limited or no board experience, receive development and education to inform them of their duties, responsibilities, powers and potential liabilities.
All directors are subject to retirement by rotation and re-election by Ellies Holdings' ordinary shareholders at least once every three years in accordance with the company's articles of association.
The board has adopted a charter setting out its responsibilities including adoption of strategic plans, monitoring operational performance and management, determining policy and processes to ensure the integrity of the company's risk management and internal controls, communication policy and director selection, orientation and evaluation.
Board meetings are held at least quarterly, with additional meetings convened when required. The board sets the strategic objectives of the company and determines investment and performance criteria. It is also responsible for the proper management, control, compliance and ethical behaviour of the businesses under its direction. The board has established committees to give detailed attention to certain of its responsibilities. These operate within defined, written terms of reference. The board conducts a self-evaluation of itself from time to time.
Appointment of directors
Board appointments are conducted in a formal and transparent manner by the board as a whole, free from any dominance of any one particular shareholder.
New directors shall hold office until the next annual general meeting, at which they shall retire and become available for re-election. A brief curriculum vitae of each director standing re-election at the annual general meeting can be found on page 11 of this annual report.
A board directorship continuity programme will be established and maintained to review the performance and succession planning of executive directors and continuity of non-executive directors.