Letshego has standardised subsidiary constitutions or memorandum and articles of association, and updated the shareholder agreements where there are minorities. Betweeen 2014 and 2016, Letshego Group has appointed 14 new independent Non-Executive Directors to the subsidiary boards. In 2015, we strengthened our governance and enterprise risk management frameworks and hired a number of key risk professionals as well as country risk officers at Head Office, Mozambique, Namibia and Rwanda. In addition, a central asset and liability function that manages Group funding, liquidity and foreign exchange risk, was established. An annual review of governance gaps is conducted in relation to the principles of King III, as appropriate to the business. Actions and timelines are agreed by the Board to address any gaps that are identified, on a continuous basis. Governance is actively monitored to identify opportunities for improvement of operational and corporate practices. As part of group-wide alignment to King III and recommended international best practice, the following have been undertaken:
- Revised charters, constitutions or memorandum and articles of association, shareholders’ agreements, management agreements and governance policies have been rolled out to subsidiaries.
- Appointment of additional independent non-executive directors to subsidiary boards is underway.
- A Group Management Committee member sits on each subsidiary board.
The Board Charter, which is aligned to King III, sets out the following:
- The Board’s responsibilities and functions.
- Role of the Board, the shareholders, the Chairman, individual Board members, the Company Secretary and other executives of the Group. Powers delegated to various Board committees.
- Matters reserved for final decision-making or approval by the Board.
- Policies and practices of the Board in respect of matters such as corporate governance, trading by Directors in the securities of the Group, declaration and conflicts of interest, Board meeting documentation, alternative dispute resolution, business rescue proceedings and procedures.
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Attorneys and Legal Advisors
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