Our Focus Areas and Performance

Board governance focus areas during FY2020/21

Many of the key focus areas in FY2020/21 will continue to be a priority in FY2021/22, particularly as the pandemic continues to impact our business. Key focus areas include:

  • Consideration of the impact of COVID-19 on the long-term financial sustainability of the Group
  • Evaluation and approval of the Group’s response, which included increment of existing borrowing facilities to strengthen the Group’s liquidity profit in the short-term
  • Capital expenditure and operational expenditure reductions
  • Approaching our shareholders for financial support and the review of investments
  • Approval of the Recover and Sustain Strategy
  • Considered strategic initiatives for revenue diversification
  • Approval of the reviewed the 2020/21 – 2022/23
  • Corporate Plan
  • Approval of the reviewed Investment Strategy and the Strategy roadmap
  • Disposal of the Company’s shares in Mumbai
  • International Airport Private Limited
  • Approval of the Operating Model for the Group and the macro-organisational structure
  • Issuance of preference shares to ensure liquidity of the Group
  • Reduction of irregular expenditure

Board evaluation

The evaluation of the performance of the Board is a key element in improving the effectiveness of the Board and the evaluations that have been performed have assisted the Board in improving its performance. The independent evaluation of the previous year indicated the Board was operating effectively and the action plans emanating from the evaluation have been implemented.

The Board has approved an Evaluation of the Board and Board Committees Policy. The policy is available on our website. The evaluation for the year under review was done internally and the purpose of this was to facilitate a reflection by the Board of its performance and Board committees and Chairman as recommended in the King IV Report.

The Board performed comparatively better than the previous year in terms of the rating that has been received. The issues that should occupy the Board’s time and attention during the coming year have been identified and they will be factored in the annual work plans of the Board and its committees.

All the Board Committees were rated as having performed comparatively better than the previous financial year as reflected in the ratings considering the complex matters they had to deal with emanating from the COVID-19 impact. The members confirmed they are satisfied that the Committees are efficient and execute on their mandates appropriately.

Refer to page 18 in our Governance and Remuneration report for more information.

Board committees and their work in 2020/21

Audit and Risk Committee
Chair: Pascalis Mokupo
Attendance: 100%

Members

Pascalis Mokupo
Yershen Pillay
Nosizwe Nokwe-Macamo
Ntombifuthi Zikalala Mvelase
Graeme Victor
Dudu Hlatshwayo*

No. meetings

11

Committee focus in FY2020/2021

  • COVID-19 impact on long-term financial sustainability of the Group and emerging risks
  • Review and implementation of the governance framework

Refer to page 28 of our governance and remuneration report for more information on the work of the committee.

Link to material issues

  • Sustainability
  • Pandemic response crisis risk

*Appointed on 19 November 2020. Ms Hlatshwayo was appointed to the Committee pursuant to her appointment as a non-executive director based on her skills and expertise.

Board Investment Committee
Chair: Nosizwe Nokwe-Macamo
Attendance: 100%

Members

Nosizwe Nokwe-Macamo
Pascalis Mokupo
Irvin Phenyane
Graeme Victor#
Mpumi Z Mpofu
Kemira Esterhuizen*
Dudu Hlatshwayo*

No. meetings

8

Committee focus in FY2020/2021

  • COVID-19 impact on long-term financial sustainability of the Group and emerging risks
  • Review and implementation of the governance framework

Refer to page 29 of our governance and remuneration report for more information on the work of the committee.

Link to material issues

  • Non-aeronautical revenue
  • Access to cost of funding
  • Loss of hub status
  • Pandemic response crisis risk
  • Non-delivery of major built environment infrastructure
  • Third party exposure

#Membership terminated on 10 March 2021. Mr Victor resigned to reduce the membership of the Committee and bring it to six, the standard number for all committees.

*Appointed on 26 August 2020. Ms Esterhuizen was appointed to the Committee based on her skills and expertise.

Board Economic Regulation Committee
Chair: Advocate Sandile Nogxina
Attendance: 100%

Members

Adv Sandile Nogxina
Pascalis Mokupo
Nosizwe Nokwe-Macamo
Ntombifuthi Zikalala Mvelase
Irvin Phenyane
Yershen Pillay

No. meetings

1

Committee focus in FY2020/2021

  • Economic Regulatory Strategy and Stakeholder Engagement Plan
  • Permission application

Refer to page 30 of our governance and remuneration report for more information on the work of the committee.

Link to material issues

  • Sustainability
  • Unpredictability of the regulator decisions
  • Pandemic response crisis

Human Resources, Nominations and Remuneration Committee
Chair: Ntombifuthi Zikalala
Attendance: 100%

Members

Ntombifuthi Zikalala Mvelase
Kemira Esterhuizen
Adv Sandile Nogxina
Irvin Phenyane
Yershen Pillay*
Kgabo Badimo^
Nosizwe Nokwe-Macamo#
Graeme Victor>

No. meetings

7

Committee focus in FY2020/2021

  • Impact of COVID-19 on human capital
  • Sustainability of human resources

Refer to page 31 of our governance and remuneration report for more information on the work of the committee.

Link to material issues

  • Sustainability
  • Pandemic response crisis
  • People

*Resigned on 26 August 2020. Yershen Pillay resigned from the Committee to allow room for newly appointed non-executive directors.

^Appointed on 26 August 2020. Kgabo Badimo was appointed to the Committee pursuant to his appointment as a non-executive director based on his skills and expertise.

#Appointed on 26 August 2020 and resigned on 10 March 2021. Nosizwe Nokwe-Macamo was appointed to the Committee based on her skills and expertise and she resigned to make room for Graeme Victor.

> Appointed on 10 March 2021. Graeme Victor was appointed to the Committee to diversify the skills and expertise in the Committee.

Information Communication Technology Committee
Chair: Yershen Pillay
Attendance: 100%

Members

Yershen Pillay
Nosizwe Nokwe-Macamo^
Irvin Phenyane#
Ntombifuthi Zikalala Mvelase
Graeme Victor
Kgabo Badimo*
Pascalis Mokupo*

No. meetings

4

Committee focus in FY2020/2021

  • Digitalisation of airports
  • Monitoring innovation initiatives and their impact on the Group’s sustainability

Refer to page 32 of our governance and remuneration report for more information on the work of the committee.

Link to material issues

  • Cybersecurity
  • Digital innovation
  • Third party exposure
  • Pandemic response crisis

^ Resigned on 26 August 2020, re-appointed on 10 March 2021.

Ms Nosizwe Nokwe-Macamo resigned to make room for the newly appointed non-executive directors and she was reappointed based on her skills and experience.

# Resigned on 10 March 2021. Irvin Phenyane resigned to bring the membership of the committee to six, the standard number for committees.

* Appointed on 26 August 2020. Pascalis Mokupo was appointed to the Committee based on his skills and expertise.

Social and Ethics Committee
Chair: Irvin Phenyane
Attendance: 100%

Members

Irvin Phenyane
Kemira Esterhuizen
Nosizwe Nokwe-Macamo*
Yershen Pillay
Dudu Hlatshwayo#
Kgabo Badimo#
Mpumi Mpofu

No. meetings

4

Committee focus in FY2020/2021

  • Strengthening security in our airports
  • Monitoring sustainability of the Group

Refer to page 33 of our governance and remuneration report for more information on the work of the committee.

Link to material issues

  • Brand and reputation
  • Transformation
  • Stakeholder management
  • Pandemic response crisis

* Resigned on 10 March 2021. Nosizwe Nokwe-Macamo resigned to make room to make room for the newly appointed directors.

# Appointed on 26 August 2020