As stated in the Old Mutual Limited Pre-listing Statement, the Company committed to principles of sound governance and application of the highest ethical standards in the conduct of our business and affairs. The Board is committed to the principles of diligence, honesty, integrity, transparency, accountability, responsibility and fairness. The Directors accept full responsibility for the application of these principles to ensure that the principles of good corporate governance are effectively practised throughout the Group. Furthermore, the Board understands and accepts its responsibility to safeguard and represent the interests of the stakeholders of the Company in perpetuating a successful and sustainable business that ensures the achievement of the Group’s strategic objectives.
The Board is responsible for ensuring that the Group complies with all of its statutory obligations as specified in the Company Memorandum of Incorporation, the Companies Act, the Johannesburg Stock Exchange Listings Requirements, the Malawi Stock Exchange Listings Requirements, the Namibian Stock Exchange Listings Requirements, the UK Listing Authority Rules defined in the Pre-Listing Statement, the Zimbabwe Stock Exchange Listings Requirements and all other regulatory requirements.
The Directors endorse the King Code and recognise the need to conduct the affairs of the Group with integrity and in accordance with generally accepted corporate practices. In discharging this responsibility, the intention is to apply the principles of the King Code in both letter and spirit.
Board of Directors
The size and composition of the Board is determined by the Shareholders, subject to the Memorandum of Incorporation, applicable legislation and regulatory requirements and the King Code. The Board consists of 11 independent non-executive directors, 2 executive directors and 2 non-executive directors. In accordance with the Company’s Board Charter, the composition of the Board reflects a majority of non-executive directors of whom the majority is independent. Pursuant to the above mentioned composition and the policies set out in the Board Charter, no Director has unfettered powers of decision making.
Further details of the current membership can be found on our Board of Directors page.
Governance relationship with Nedbank
Old Mutual plc and Nedbank signed a relationship agreement in 2004, which governed the relationship between Old Mutual plc and its majority-owned subsidiary, Nedbank Group Limited (Nedbank), recognising the latter's own governance framework as a separately-listed entity on the JSE Limited and the fact that it has minority shareholders. Pursuant to the announcement of Managed Separation, a review of this agreement was conducted to determine the appropriate provisions to be contained in a relationship agreement between Old Mutual Limited and Nedbank in recognition of the strategic minority shareholding in Nedbank that will ultimately be held by the Company.
The Board also establishes committees on an ad hoc basis to deal with particular matters as and when thought fit. In doing so, it specifies a remit, quorum and appropriate mix of executive and non-executive participation. Further information on the standing committees and their terms of reference are outlined below.