THE BOARD AND ITS GOVERNANCE STRUCTURES

Good governance is the bedrock of sustainable success. It fosters an environment of ethical practices, sound decision-making and responsible leadership, where trust and confidence thrive among stakeholders.

Good governance has a wide range of positive organisational outcomes that contribute to the Group’s long-term value creation capability. Key outcomes of Super Group’s robust governance include:

EFFECTIVE LEADERSHIP

The Board plays a central and critical role in ensuring good governance. Its active engagement and commitment to good governance principles are vital in fostering an environment of trust and accountability. These principles are outlined in King IV, and following a comprehensive assessment, the Board confirms that Super Group has adhered to the principles in all material respects. A concise overview of how the King IV principles were implemented can be found here.

The Board is satisfied that it has fulfilled its responsibilities as outlined in the Board charter. Both the Board and its committees carried out their fiduciary duties with diligence and care, acting in good faith and safeguarding the best interests of the Group and its stakeholders. The Board is not aware of any material non-compliance with the Companies Act, 2008, the JSE Listings Requirements or Super Group’s Memorandum of Incorporation.

THE BOARD

Super Group is led by a diverse Board of directors with experience and expertise relevant to the Group’s strategy and operating context. Comprising five Non-Executive Directors and two Executive Directors, the Board is satisfied that its composition reflects the appropriate mix of knowledge, skills, experience, diversity and independence. To enable the Board to function effectively, all directors have full and timely access to information that may be relevant to the proper discharge of their duties. This includes information such as corporate announcements, investor communication and other developments that may affect the Group. It also includes access to management, where required.

The role of the Non-Executive Chairperson is distinct and separate from that of the Group CEO. This separation of responsibilities is designed to ensure that no single person has unfettered decision-making powers and that the appropriate balance of power and authority exists on the Board. Two members of executive management (the Group CEO and CFO) serve on the Board to ensure that Non-Executive Directors have more than one point of direct interaction with management.

The Non-Executive Directors have no fixed terms of appointment as they are subject to re-appointment by the shareholders every three years. With four independent Non-Executive Directors serving on the Board, there is currently no need for the appointment of a lead independent director. Non-Executive Directors retire from the Board at the age of 75. Where circumstances require, the retiring director may be retained on the Board. One third of the non-executive Board members are required to retire by rotation every year and, if eligible, are considered for re-appointment at the AGM. Read more on Executive Directors’ contracts.

EXECUTIVE DIRECTORS

NON-EXECUTIVE DIRECTORS

Company secretary

Group Audit Committee Group Risk Committee Remuneration Committee Group Social and Ethics Committee Deal Committee
Nominations Committee

BOARD MEETINGS AND DIRECTOR ATTENDANCE

Board meetings are held a minimum of four times a year, with additional meetings convened when necessary. These meetings are convened by formal notice and incorporate a detailed agenda supported by relevant written proposals and comprehensive reports. Management aims to disseminate relevant and complete information in a timely manner prior to Board meetings. Where necessary, decisions are taken between Board meetings by written resolution, as provided for in the Company’s Memorandum of Incorporation.

Details of directors’ attendance of Board and committee meetings are set out below:

BOARD EVALUATION

The Board ensures continuous improvement in performance and effectiveness through self-evaluation. Overseen by the Chairperson and undertaken as an online assessment, the evaluation explores, inter alia, the:

  • Board’s performance and impact on critical matters;
  • Board’s skill and experience;
  • effectiveness of Board committees; and
  • performance of the Group CFO and Group Company Secretary.

This formal process assesses Board practices and identifies areas of improvement. The Board is satisfied that the evaluation process is improving its performance and effectiveness.

The assessment for 2023 established that the Board:

  • Is functioning effectively as a leadership and governance body.
  • Is optimally resourced in terms of the required skills and experience.
  • Continues to enjoy a healthy relationship with the Group CEO.
  • Continues to receive effective support from its committees.
  • Considers the Non-Executive Directors that have been nominated for election or re-election at the AGM as competent and committed to serving in the best interests of the Group and its stakeholders.

DIVISIONAL LEADERSHIP

While retaining overall accountability and subject to matters reserved to itself, the Board has delegated the authority to run the day-to-day affairs of the Group to the Executive Directors. The Executive Directors are held accountable through regular reports to the Board and are measured against agreed performance criteria and objectives.

The Executive Directors meet and interface with senior executives regularly. The objective of these meetings is to assist the Group CEO in guiding the overall direction of the Group and to serve as a medium of communication and coordination between operating divisions and the Board. Non-Executive Directors have unrestricted access to management.

GROUP COMPANY SECRETARY

The Group Company Secretary plays a vital role in the corporate governance of the Group and is responsible to the Board for, inter alia, ensuring compliance with procedures and applicable statutes and regulations. The Board has conducted an evaluation of the Group Company Secretary and is satisfied with his effectiveness, qualification and experience. The Board considers its arrangements for accessing professional corporate governance services as effective.

The Group Company Secretary is not a director of the Company and in the view of the directors is suitably independent of the Board. The appointment and removal of the Group Company Secretary is a matter for the Board as a whole. The Group Company Secretary’s Certificate is available here.