The StorTech Board

StorTech has a unitary Board consisting of nine directors. Of these, seven are nonexecutive and two are executive directors. A Board charter has been adopted where the detailed responsibilities of the Board include:

• oversight of the strategic direction of StorTech;
• approving major capital projects, acquisitions or divestments;
• exercising independent objective judgement on the business affairs of the Group independent from management;
• ensuring that policies and procedures are in place in terms of appropriate governance structures;
• ensuring the effectiveness of and reporting on the Company’s systems of internal controls;
• review and evaluation of business risks facing the Company;
• approval of the annual budget and operating plan;
• monitoring policies and procedures, internal controls, governance, risk management, ethics and authority levels;
• approval of the annual and interim financial results and shareholder communications; and
• approval of the senior management structure, responsibilities and succession plans.

Accountability

The Board takes overall responsibility for the success of the company. Its role is to exercise leadership and sound judgement in directing StorTech to achieve sustainable growth and act in the best interests of the shareholders.

In line with best practice, the roles of chairman and chief executive are separate. The board is led by the chairman while operational management of the Company is the responsibility of the Chief Executive Officer.

Board meetings

A minimum of four board meetings are scheduled per financial year. Additional board meetings may be convened when necessary.

 Board Committees

The Board has established several committees in which the non-executive directors play a pivotal role. All committees operate under board approved terms of reference, which may be updated from time to time to keep abreast with developments in corporate law and best practice in governance.

Executive committee

Members: Chief Executive Officer (Chairman), Chief Financial Officer, Chief Operating Officer, Chief Commercial Officer, Chief Technical Officer , Chief Sales Officer, Chief Services Officer.

The executive committee is responsible for the operational activities of the Company, reviewing company strategy and policy proposals for consideration by the Board and implementing the Board’s directives. It has a properly constituted mandate and terms of reference. Other responsibilities include:

• leading the executive, management and staff of StorTech;
• reviewing viable business opportunities for the company
• developing the annual budget and business plans
• developing, implementing and monitoring policies and procedures, internal controls, governance, risk management, ethics and authority levels.

Finance review committee

Members: MS Aziz Joosub, Y Surtee, J van der Watt and TR Makgatho.

The Chief Executive Officer and Chief Financial Officer attend finance review committee meetings by invitation. The primary role of the finance review committee is to ensure the integrity of the financial reporting, the audit process and that a sound risk management and internal control system is maintained. In pursuing these objectives the audit committee oversees relations with the external auditors and reviews the effectiveness of the internal audit function.

The finance review committee’s responsibilities include the following:

• reviewing the company’s interim results and annual financial statements;
• monitoring compliance with statutory requirements
• reporting to the Board on the quality and acceptability of the Company’s accounting policies and practices, including, without limitation, critical accounting policies and practices;
• considering the appointment and/or termination of the external auditors, including their audit fee, independence and objectivity and determining the nature and extent of any non-audit services; and
• receiving and dealing appropriately with any complaints (internally and externally) relating either to the accounting practices and internal audit or to the content or auditing of the company’s financial statements or related matters.

The internal and external auditors have unlimited access to the Chairman of the audit committee.

Remuneration committee

Members: MS Aziz Joosub (in the chair), Y Surtee, TR Makgatho and CT Ralebitso.

The remuneration committee, in consultation with executive management, ensures that the company’s directors and senior executives are fairly rewarded for their individual contributions to overall performance and in line with StorTech’s remuneration philosophy. The remuneration committee has the following responsibilities:

• ensuring that StorTech’s remuneration strategies, including long and short-term incentive plans are based on performance and are appropriately market competitive;
• reviewing employee benefits from time to time as to their adequacy and appropriateness with regard to developments in the industry and market benchmarks;
• ensuring appropriate human resources practices and policies; and
• reviewing and approving of compensation, executive succession and development plans.