Corporate Governance

The Board

The Board is the custodian of corporate governance and it is responsible for ensuring that the business of BIHL is conducted along sound corporate governance principles by approving key policies and ensuring that its obligations to all stakeholders are met.

The Board directs BIHL’s resource management, strategic planning, risk assessment and its financial and operational management to ensure that BIHL’s obligations to its stakeholders are understood and met.

The Board’s governance and structure

BIHL is governed by a Board which may not, in terms of BIHL’s constitution, comprise fewer than 3 nor more than 11 members. More than half of its non-executive Directors are independent (in accordance with King III) and the preponderance of independent non-executive.

The composition of the Board ensures a balance of authority precluding any one Director from exercising unfettered powers of decision making. The Board is assisted in fulfilling its responsibilities by the following Committees:

  • Audit and Risk Committee
  • Human Resources Committee
  • Investment Committee (ad hoc committee)
  • Nominations Committee (ad hoc committee)
  • Independent Review Committee (ad hoc committee)

The responsibility for the implementation and monitoring of corporate governance within the BIHL Group rests with the Board, which is assisted by the above mentioned Committees.

The Board comprises:

  • Five independent non-executive Directors;
  • Three non-executive Directors; and
  • One executive Director.

Board charter

Members: Mrs.Batsho Dambe-Groth (Chairperson), Mrs. Catherine Lesetedi ((GCEO), Mr. Gaffar Hassam,
Mr. Gerrit van Heerde, Mr. John Hinchliffe, Mr. Chandra Chauhan, Mr. Mahube Mpugwa, Mr. Andre Roux and Lieutenant General Tebogo Carter Masire

The Board meets at least 4 times per annum to consider business philosophy and strategic issues, to set risk parameters, approve financial results and budgets, and monitor the implementation of delegated responsibilities.

Where appropriate, decisions are also taken by way of circulated resolutions. Feedback from its sub-Committees, as well as a number of key performance indicators, variance reports and industry trends are considered.

Audit Committee

Members: Mr Gerrit van Heerde, Mr. John Hinchliffe and Mr. Chandra Chauhan

Composition: 2 non-executive Directors and 2 independent non-executive Directors.

The Committee has a formal written charter which sets out its responsibilities. The Committee meets at least 4 times per annum. The internal and external auditors attend these meetings and have unrestricted access to the Chairperson of the Committee.

The main responsibilities of the Committee are to assist the Board in discharging its responsibilities under the Companies Act, Non-Bank Financial Institutions Regulatory Act and the common law, with regard to the business of BIHL. In particular, it monitors financial controls, accounting systems and reporting, compliance with legal and statutory requirements, evaluation and the management of risk areas and internal control systems, and the effectiveness of external and internal auditors. The Committee also evaluates BIHL’s exposure and response to significant risks, including sustainability issues.

In line with King III requirements, the Audit committee has formal terms of reference approved by the Board, and is satisfied it has discharged these responsibilities. The role of the Audit Committee is to fulfil all of the functions set out in the Act, to assist the Board in fulfilling its responsibility with regard to financial and auditing oversight responsibilities, as well as the overall quality and integrity of financial and actuarial reporting and internal control matters.

The Audit Committee annually evaluates the Company’s internal controls and has satisfied itself that there were no material breakdowns in internal financial control systems during the year. The Audit Committee, after due consideration, recommends the Annual Report to the Board for approval. It also performs the prescribed statutory requirements including those applicable to the external auditor.

The last-mentioned includes the annual recommendation of the external auditor to the shareholders at the AGM, agreeing to the scope of the audit and budgeted audit fees in the annual audit plan presentation and approval of the final audit fees. As required by the Act, the committee annually reviews compliance of the external auditor with the non-audit services policy of the Group.

The Committee also reviews and approves the Internal Audit Charter, reviews the effectiveness of the internal audit structures and considers the findings of the internal audit. The Committee also meets with the Group Internal and External Auditors independently of management.

Investment Committee

Members: Mr. Andre Roux; Mr. Mahube Mpugwa; and Mr. Gerrit van Heerde
Composition: 1 independent non-executive Director and 2 non-executive Director

The Committee has a formal written charter which sets out its responsibilities. The Committee meets at least 4 times per annum. The main responsibilities of the Committee are to assist the Board in discharging its responsibilities in terms of the evaluation of investments for both BIHL and policyholders, and the mitigation of investment risks, and ensuring that proper governance has been followed in making investment decisions.

Human Resources Committee

Members: Ms. Batsho Dambe-Groth; Mr. Gerrit van Heerde and Mr. Gaffar Hassam.

Composition: 1 independent non-executive Directors and 2 non-executive Directors.

The Committee is responsible for monitoring and advising on Group’s human intellectual capital and the transformation processes regarding employees. In particular, the Committee approves executive appointments and reviews succession planning including all the Group Executive committee members, as well as the position of the Group Chief Executive. The Committee is also responsible for the remuneration strategy of the Group, approval of guidelines for incentive schemes and the annual determination of remuneration packages for BIHL’s Executive committee.

The Committee takes cognisance of local and international industry benchmarks, ensures that incentive schemes are aligned with good business practice and that a robust performance management culture is in place. It also makes recommendations to the Board regarding Directors’ remuneration. The Chief Executive Officer, the Subsidiary Chief Executive Officers and Head of Group Human Resources attend the meetings by invitation.

Nominations Committee

Members: Ms. Batsho Dambe-Groth;Mr. Gaffar Hassam and Mr. Chandra Chauhan

Composition: 2 independent non-executive Directors and 1 non-executive Director.

The Committee is responsible for making recommendations to the Board on all new appointments to the Board and its Committees. A formal process of reviewing the balance and effectiveness of the Board and its Committees, identifying the skills needed and the individuals to provide such skills in a fair and efficient manner, is required of the Committee to ensure the Board and its Committees remain effective and focused.

This includes a regular review of the composition of the Board Committees. It also includes assisting the Chairman with the annual evaluation of Board performance. It is responsible for identifying appropriate Board candidates and evaluating them against the specific disciplines and areas of expertise required. The Board approves all interim appointments, with the final appointments being made by the shareholders at the AGM.

Succession planning is a key focus area within the Group. The Nominations Committee considers the composition of the Board and its Committees on an ongoing basis. The Board is satisfied that the current talent pool available within the Group and the work being done to strengthen it, provides BIHL with a pool of candidates that have the necessary skills and experiences to fill any vacancies that may arrive in the short and long term.

Independent Review Committee

Members: Mr. John Hinchliffe and Mr. Chandra Chauhan

Composition: 2 independent non-executive Directors.

In order to enhance the governance structures within BIHL, the Board constituted an Independent Review Committee. The Committee is responsible for reviewing all related party transactions. The Committee meets as and when appropriate.