ABOUT OUR BOARD

The composition of our Board adheres to the specifications outlined in our Memorandum of Incorporation (MOI). The roles and responsibilities of our Directors are clearly defined in the Board Charter, subject to an annual review to ensure its relevance and effectiveness consistent with global best practice.

As an entity, the Board holds the overall responsibility for the leadership, control, and performance of the Group in line with legislation, regulation, and best practice. Each Board member has a fiscal and fiduciary responsibility to act in good faith and in the best interests of the Group and all its stakeholders.

The Board delegates certain responsibilities to the Committees of the Board without abdicating any of its responsibilities. There are five permanent Committees and one ad hoc Committee. The five permanent Committees met as scheduled and the details of their activities are provided below. The ad hoc Board Economic Regulation Committee only meets as required and did not meet during the reporting period. Each Committee operates within formal terms of reference, which are reviewed annually.

The Board is satisfied that the delegation of authority framework provides role clarity and supports the effective exercise of authority and responsibilities.

Diversity

The Board embraces gender, ethnic, race and age diversity as a prerequisite for ensuring its continuing relevance and effectiveness in a complex business landscape. Our shareholders, who are responsible for the nomination and appointment of Board members, recognise the need for diversity and support its application.

In addition, a diverse and inclusive culture is embedded within the Board. Our directors are confident that robust discussion results in the deliberation of wide-ranging views and that, as directors, they serve in an environment where bias, discrimination and harassment are not tolerated.

The majority of Board members are independent directors, as recommended by King IV.

Board Demographics as at 31 March 2023

Skills and experience

Board members are appointed based on their knowledge and experience, providing the broad base of skills necessary to achieve the Group’s objectives. The capacity of individual members continues to be enhanced on an ongoing basis with skills that are directly relevant to the business. These include competencies in aviation, law, policy, strategy, finance, corporate finance, accounting, auditing, economic regulation, governance, asset and risk management, stakeholder relationship management, international relations, and information and communications technology (ICT), among others.

Board evaluation

The annual Board evaluation was conducted. This included an assessment of the Board as a whole as well as assessments of the Chairman of the Board, the individual Directors, the Board Committees, and the Chairmen of the Board Committees.

The evaluation of the Board covered the application of governance principles in the following areas:

• Board attributes and culture
• The role of the Chairman
• The role of the Chief Executive Officer
• The role of the Company Secretary
• The responsibilities of the Board
• The Committees of the Board
• Access to line management and records
• The flow of information to the Board
• Succession planning
• Stakeholder relationships
• Board meetings and processes
• IT governance
• Individual director assessment (peer review)

The assessment for the period under review covered Committee members who were members of the Committees by 28 February 2023. In assessing the Committees, consideration was given to, amongst others, culture and mindset of the Committees, (both collectively and individual members), productivity of meetings of the Committees, Chairpersons’ role in ensuring effective functioning of the Committees, access to information, compliance with the terms of reference of the Committees and fulfillment thereof, clear understanding of the roles and responsibilities of the Committees and of its members, competency, skills and experience of the Committee members.

Committee members indicated that the performance of the Committees met best practice and did not identify areas of concern. A recommendation made by the ICT Committee is for the Committee to continue its focus on innovation and latest technology advancement and trends.

The Board members concurred that they have the necessary trust and faith in the Committees and are satisfied that the Committees fulfilled their mandates and added value to the Board and ACSA.

The office of the Company Secretariat continues to provide unfettered guidance and support to the Board and the Committees.

Details relating to these focus areas are available in the ACSA Governance and Remuneration Report for 2023.

Board attendance

The Board held eight meetings during the course of the reporting period:

^* Retired effective 2 March 2023 ^** Retired effective 18 December 2022 ^*** Appointed effective 3 March 2023 ^**** Appointed effective 2 March 2023

Committees of the Board and their work

^*        Ms Dudu Hlatshwayo was retired as Chairman on 5 April 2023 and has remained as a member. Ms Nonzukiso Siyotula was appointed as Chairman on the same date.
^**      Ms Nosizwe Nokwe-Macamo was retired as a member on 2 March 2023 subsequent to her retirement as a non-executive director on the same date.
^***    Retired on 14 December 2022 ^* Ms Nosizwe Nokwe-Macamo was retired as a member on 2 March 2023 subsequent to her retirement as a non-executive director on the same date. ^* Ms Nosizwe Nokwe-Macamo was retired as a member on 2 March 2023 subsequent to her retirement as a non-executive director on the same date. Ms Dudu Hlatshwayo was appointed as Chairman on 5 April 2023. ^*        Retired on 18 December 2022
^**      Retired on 2 March 2023
^***    Retired on 14 December 2022
^#        Appointed on 29 March 2023 ^* Retired on 18 December 2022
^** Retired on 14 December 2022
^* Retired effective 14 December 2022
^** Retired as Chairman on 5 April 2023 and remained a member. Mr Gcobani Mancotywa was appointed as Chairman on the same date