Governance

Statement of Commitment

Effective corporate governance is a critical part of MAS’ strategy and its ability to function as a responsible corporate citizen. We are committed to the highest standards of business integrity, ethical values and governance. The board recognises its responsibility for the business to conduct its affairs with prudence, transparency, accountability, fairness and social responsibility, thereby ensuring sustainability whilst safeguarding the interest of all stakeholders.

The Board is committed to ensuring compliance with all relevant legislation and regulations applicable to the business including complying with recommendations for corporate governance policies as laid down by the King III report on Good Corporate Governance. The extent of MAS’ compliance with the 75 corporate governance principles as recommended in King III is available for download. - CLICK HERE

Our corporate governance structure

The Board

The board comprises five non-executive directors, three of whom are independent (including the chairman) and two of whom are non-independent, and three executive directors. In compliance with the King III Code on Corporate Governance, the roles of chairperson and CEO are clearly separated and there is a majority of non-executive directors on the board to ensure a balance of power and authority.

The board meets at least three times a year. In addition to the regular scheduled meetings of the board, ad hoc meetings are held as and when required in order to ensure the efficient discharge by the board of its duties as set out in the board charter.

The board is responsible for setting the strategic objectives and investment policies of the group. It acts as a focal point for and is the custodian of corporate governance by managing its relationship with management, the group’s shareholders and other stakeholders along sound corporate governance principles.

All major acquisitions, disposals and financing transactions require approval by a majority of the board of MAS (BVI) Holdings Limited (“MAS BVI”), the investment decision-making subsidiary within the group, with other matters being delegated by the board to well-structured committees but without abdicating its own responsibilities. Delegation is determined by defined, formal terms of reference for each board committee and there is a delegated authority framework in place from the boards of the company and MAS BVI providing senior management with the parameters within which they can operate. These terms of reference and the delegated authority framework are approved and regularly reviewed by the board. There are clear reporting lines to ensure that the board receives all relevant information about the business. The board evaluates the effectiveness of the board committees on an annual basis.

Board committees
Audit Committee
Chairman: Glynnis Carthy
Members: Ron Spencer, Jaco Jansen and Gideon Oosthuizen
Key responsibilities: Monitors the integrity of the financial performance reporting, internal controls and oversees the external audit process
Risk Committee
Chairman: Glynnis Carthy
Members: Ron Spencer, Jaco Jansen, Gideon Oosthuizen and Pierre Goosen
Key responsibilities: Manages the group's strategic and operational risk
Nomination Committee
Chairman: Ron Spencer
Members: Morne Wilken and Gideon Oosthuizen
Key responsibilities: Oversees the appointment of directors, evaluating the composition of the board and succession planning
Remuneration Committee
Chairman: Gideon Oosthuizen
Members: Morne Wilken and Ron Spencer
Key responsibilities: Reviews and sets remuneration across the group
Governance Committee
Chairman: Pierre Goosen
Members: Jaco Jansen and Helen Cullen
Key responsibilities: Reviews and monitors the group's compliance with applicable legal, regulatory and listing requirements