The Board comprises three executive directors and four non‑executive directors, three of whom are independent, including the lead independent non-executive director. The Board has adopted a gender diversity policy and undertakes to ensure that by 2020, female representation on the board is at least 15%. The Board currently has one female independent non-executive director Ms Fikile Mkhize.

The non-executive directors are individuals of the right calibre, credibility and have the necessary skills and experience to bring judgement to bear, independent of management, on issues of strategy, performance, resources, transformation, diversity and employment equity, standards of conduct and evaluation of performance. Ellies does not comply with either King III or King IV in respect of an independent non-executive chairman. The Chairman of the Ellies Board, Ellie Salkow, is not independent, however, the Board considers that he offers valuable insight into both the day-to-day running of the business, as well as strategic decisions taken at board level, and does so with the best interests of the shareholders and Group in mind. To counter this, Oliver Fortuin has been appointed as the lead independent non-executive director to the Board.

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 are 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 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 training to inform them of their duties, responsibilities, powers and potential liabilities.

In accordance with the Company’s Memorandum of Incorporation (MOI), one-third of the non-executive directors, for the time being, are subject to retirement by rotation and re-election by Ellies Holdings’ shareholders at each Annual General Meeting. S Goldberg and MJ Kuscus are subject to retirement by rotation at the upcoming Annual General Meeting and, being eligible, have offered themselves for re-election.

The Board has adopted a charter setting out its responsibilities, including the 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 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 on annually.

 

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.