Governance framework

Introduction

As part of our ongoing objective of ensuring sustainable health, the board of directors of AfroCentric Investment Corporation has long acknowledged that good corporate governance is an integral part of AfroCentric Investment Corporation Limited and that this is achieved as a result of collective responsibility and shared accountability. We aim to protect but also enhance the reputation of the AfroCentric Group.

Governance influences how the objectives of the Company are set and achieved, how risk is monitored and assessed, and how performance is optimised. Therefore, our corporate governance structure encourages the creation of value, while upholding the four principles of fairness, accountability, responsibility and transparency based on good corporate governance.

We do not see governance as just a matter for the Board. Good governance is also the responsibility of executive management and is embedded throughout the organisation.

The board ascribes to the recommendations contained in the King Code of Governance Principles for South Africa, 2009 (King III) through which all shareholders and stakeholders are assured that the AfroCentric Group is being managed ethically and is in compliance with the best governance practices.

Statement of compliance

JSE Limited

The company is subject to, and remains compliant with, the Listings Requirements of the JSE Limited.

King Report on Governance for South Africa, 2009

As part of our commitment to good corporate governance, the company continues to apply the recommendations as contained in King III and to identify areas where such application can be enhanced in the best interest of the company.

Companies Act 71 of 2008

The new Companies Act 71 of 2008 came into effect on 1 May 2011 and the Company has taken the necessary actions to ensure compliance with all relevant provisions of the Act.

The board of directors

The AfroCentric Investment Corporation Limited board of directors is the highest decision making body and the ultimate custodian of corporate governance within the group. The board will at all times envisage to provide effective leadership based on an ethical foundation, act with integrity and offer good judgment in pursuit of the group’s strategic goals and objectives.

The day-to-day responsibilities for corporate governance are overseen by management which regularly reports to the board and board committees. The chairman of the board and the chairmen of the board committees play a pivotal role in all corporate governance matters and regularly interact with executive directors and management.

The role of the AfroCentric Board is to represent the shareholders and to promote and protect the interests of the Company. It does so by governing the Group having regard to the interests of the Group’s shareholders as a whole and, where appropriate, the interests of other relevant stakeholders.

The board has a formal charter which, among other things, sets out its role and responsibilities in areas such as ethical leadership, strategy, financial management, risk management, compliance, sustainability and governance in general. The charter addresses the specific duties of individual directors both in terms of the common law as well as the provisions of the Act. Important elements of good governance that are also covered in the charter include the roles of the Chairman and the Chief Executive Officer, the focus on stakeholder relationships, the implementation of a proper delegation of authority and the composition and evaluation of the board and its various committees.

In accordance with King III and the JSE Listings Requirements, the roles of chairman and chief executive officer are separated and there is a clear division of responsibilities within the board and the company, ensuring a balance of power and authority. The position of chairman is held by a non-executive director and a Lead Independent Director has been appointed. The Board of directors consists of independent non-executive, non-executive and executive directors. The formal process for nominating new candidates for appointment as directors to the board is overseen by the remuneration and nomination committee. Any appointments of directors are approved by the board as a whole. Newly appointed directors are expected to stand down at the first annual general meeting following their appointment for election by shareholders.

Board committees

The Board has established committees to assist it in exercising its authority; including monitoring the performance of the Group to gain assurance that progress is being made towards the corporate purpose within the limits imposed by the Board. Each of the permanent committees has terms of reference under which authority is delegated by the Board.

List of Board Committees

Audit and Risk Committee

Remuneration Committee

Nominations Committee

Investment Committee

Social and Ethics Committee

AfroCentric Health Transformation Committee