Corporate Governance

The Select Africa group of companies (“the Group”) comprises several companies across Africa. As a direct or indirect shareholder of these subsidiaries, Select Africa Limited, the holding company ensures its shareholder interests are represented in material decisions of its subsidiaries, and ensures and monitors adherence and compliance by each company to minimum group requirements in respect of matters such as governance, internal controls, financial management, disclosure controls, risk management, legal compliance, internal audit, ethics, human resource management, information management, and stakeholder relationships.

The directors of each Group company have a collective responsibility to provide effective corporate governance while providing leadership and strategic vision in driving the economic performance of the company. The directors are ultimately responsible for, inter alia, giving strategic direction to the company Group, acting in the best interests of the company, monitoring operational performance and management, implementing board plans and strategies encompassing shareholder values, purpose and stakeholder interests relevant to the business, identifying key risk areas and reviewing risk management procedures and internal control measures, ensuring that the company complies with all relevant laws, regulations and codes of business practice, and communicates with shareholders openly and promptly.

BOARD OF DIRECTORS

Each Select Group company board of directors is represented by executive and non-executive directors. Non-executive representation on the board brings external judgment on issues of strategy, performance, minority rights protection where applicable and expertise on the relevant markets the companies operate in. The Board has the responsibility for the implementation of the Company’s strategy.

Technical Advisory Committee

The Technical Advisory Committee (“TAC”) is a board committee that comprises Senior Management of the Group. TAC meets on a monthly basis.

The TAC acts as an advisory committee for each Group company, and is responsible for inter alia, providing strategic, technical, advisory and operational services, advising on implementing the Group and company strategy, considering broad business management issues, monitoring internal controls and risk management, monitoring compliance with all regulatory and legal requirements, and advising on measures to be taken regarding performance of the Group and its subsidiaries.

RISK MANAGEMENT AND AUDIT COMMITTEE

The role of the Risk Management and Audit Committee is to assist the Board in fulfilling its corporate governance and oversight responsibilities in relation to internal control systems, accounting policies and practices, internal and external audit functions, tax matters, as well as relevant group financial reporting and the management of risk within the Company and Group.

ASSET LIABILITY COMMITTEE

The objective of the Group Asset Liability Committee (“ALCO”) is to determine the liquidity position, future funding needs, interest rate risk management and hedging, where applicable, for each Group company.

CAPITAL ALLOCATION COMMITTEE

The Capital Allocation Committee (“CAC”) is constituted to approve transactions, new products or investments, material changes to existing products, and operating systems the Group taking into account risk and benefit to the Select Group company and Group, and to make recommendations to the relevant Board in respect thereof. The Committee comprises Senior Executives from African Alliance and Select Africa, as well as two independent advisors.

REMUNERATION COMMITTEE

The Remuneration Committee oversees and establishe the remuneration policy that will promote the achievement of the Company and Group’s strategic objectives and encourages individual performance. The Committee makes recommendations to the Group Company Boards regarding the remuneration and benefits applicable to all employees.

EXECUTIVE COMMITTEE

The Company’s in each Business Division Apportion Executive Committees (“EXCO’S”) in each country exco’s are held on a monthly basis where the day-to-day business operations of each individual country are discussed. Exco’s are involved in the day-to-day activities of the business, responsible for monitoring and reporting to the business unit TAC’s on internal controls and management while ensuring the effective implementation of decisions made on such matters, and operates as a medium of communication and co-ordination between the business units, the TAC and the Board.

CREDIT COMMITTEE

The Credit Committee is constituted to enforce the Credit Policy as approved by each company Board and is responsible for managing and monitoring the initial credit vetting processes as well as the review thereof.