Avusa has a unitary board. There are six independent non-executive directors, five non-executive directors, one lead independent director and two executive directors. Of these fourteen directors, eight are black and three are females. The non-executive directors provide the board with judgment based on their range of skills and commercial expertise, while executive directors propose strategies and implement operational decisions. Appointments to the board are made in a formal and transparent manner, with the assistance of the nominations committee.

There is a clear division of responsibilities at board level, captured in a policy that provides evidence of the balance of power between the chairman, group chief executive officer and non-executive directors. The roles of chairman and group chief executive officer are separate. The chairman provides overall leadership to the board without limiting the principles of collective responsibility for board decisions. The chairman has no executive functions. The group chief executive officer is responsible for developing and recommending to the board a long-term strategy and vision for the group, as well as annual business plans and budgets to support the strategy. The board rigorously interrogates the strategy and provides input thereon. The group chief executive officer exercises the final executive authority to run the company efficiently day to day, and is the leading interface between the board and executive management.

The board believes its members have the expertise and experience to fulfil their obligations to the company and all its stakeholders.

As the company was only established on 1 February 2008, no board members have served as directors for longer than nine years. The board has a defined charter in line with King III which sets out its roles and responsibilities to:

• Act as the focal point for, and custodian of, corporate governance by managing its relationships with management, shareholders and other stakeholders of the company along sound corporate governance principles

• Appreciate that strategy, risk, performance and sustainability are inseparable and to give effect to this

Annual strategic review meetings enable comprehensive objectives to be developed for the group, its business units, executives and senior management. Once the board has approved the strategy, it oversees and monitors the progress of the business at quarterly board meetings, with additional meetings held as required.

The board has an approvals framework which is regularly reviewed and updated. It clearly sets out authority levels for the board, its committees and executive management. Matters specifically reserved for the board’s decision include the adoption of Avusa’s strategic direction, approval of financial reports for public disclosure, approval of the budget and significant capital expenditure.

All board members are required to disclose their shareholdings in Avusa, outside directorships and any potential conflicts of interest. Board and committee members are supplied with comprehensive information to discharge their duties effectively.

As recommended by the audit and risk committee, the board approved a risk management framework that includes a risk management policy and plan. The risk management framework facilitates a pro-active risk management process, and the inculcation of Avusa’s risk management culture throughout the group to optimise Avusa’s risk management efforts. The board also approved a compliance framework, as recommended by the audit and risk committee. A group compliance officer and operational compliance officers have been appointed in terms of this framework.