Page 86 - Gondwana Value Creation Report 2020

HOW WE GOVERN GONDWANA GONDWANA’S GOVERNANCE STYLE Our governance framework Shareholders Charters, policies and procedures

Gondwana’s Board Charter supports good corporate governance
The Board reports to our shareholders and delegates specific responsibilities to the Board committees. The TLC and senior management
and helps the Board oversee strategic execution and sustainable
report to the Board. The Board and committees have full oversight and responsibility over subsidiary company operations and policies.
value creation for our stakeholders.
Gondwana practises good governance by doing what is right.
It sets out the responsibility of the Board to lead ethically and
effectively govern in a way that supports an ethical culture.
Board members declare their interests in other entities on an
Our priority is to make an actual positive impact rather than being perceived to be making an impact. However, to achieve our strategic aim to list on the NSX, we need visible structures on which potential
shareholders can make investment decisions. To this end, we adopted the King IV framework and constituted our three current Board committees in 2019.
to be transparent regarding any personal interests that may
compete with the interests of Gondwana.
How ethical and effective leadership sustained the Measuring Board effectiveness 2020 Board focus areas People committee annual basis. Our Conflict of Interest policy encourages employees
Gondwana’s grievance process and MD Broadcast Group allow
business Our policy is to measure Board effectiveness annually. We planned employees unfettered direct access to the MD via WhatsApp
During the year, the Board agreed that the company’s employees to implement annual performance assessments from 2020, but Regional and domestic expansion: We deliberated on Audit, risk and opportunity to raise issues they perceive, among others, as potential ethical
the acquisition of a strategic property at Hosea Kutako
are indispensable. It demonstrated this belief by waiving its postponed until 2021 considering the abnormal year. International airport, proceeded with the planning Subsidiary committee breaches.
own sitting fees for meetings in solidarity with the financial developments of the Victoria Falls property and investigated companies Board Legislative and regulatory frameworks
sacrifices made by shareholders, management and employees. Governing and managing stakeholder relationships public-private partnership opportunities and further value
The executive directors led by example when they took larger During the year, a detailed stakeholder Covid-19 crisis chain integration. Sustainability committee Reporting frameworks are guided by:
voluntary salary cuts than general employees. communication plan outlined dates and methods for engaging The applicable legislation, regulation and financial reporting
Considering that many tourism operators, public and private, with each stakeholder grouping. Bond Programme: A Bond Programme could be an additional standards, such as:
could not honour their commitments to their employees or their The Board engaged with shareholders through an electronic leverage for opportunities and investments that will enable us to ○ Companies Act, 28 of 2004 (Companies Act)
communities, Gondwana was held in particularly high regard. This AGM, and together with tourism institutions like FENATA and directly access the capital markets and asset managers. Senior
social and relationship capital will benefit us going forward. the Hospitality Association of Namibia (HAN), engaged with IT strategy: We are preparing for the Fourth Industrial Revolution TLC management ○ NamCode
government and contributed to the International Tourism Revival and have appointed a CIO to lead and focus on our IT strategy ○ Stock Exchange Control Act, 1 of 1985
Governance improvements Initiative to reopen the tourism industry responsibly. and extract opportunities and benefits from our data and ○ International Financial Reporting Standards (IFRS)
We increased our communications and flexibility during the year expertise. Charters Policies Procedures ○ International Standards on Auditing (ISAs)
by, for example, hosting a digital AGM. Stress testing and scenario planning: At the onset of ○ Financial Intelligence Act, 13 of 2012 (FIA)
lockdowns in March, we held a Board meeting to consider ○ King IV
the impacts of the crisis as it began to affect the business.
Legislative and regulatory frameworks Our Company Secretary, Fabiola Schrywer, is the custodian of
Financial decisions: We deferred dividend payments and all professional corporate governance services to the utmost
Meet our Chief Information Officer (CIO) approval of the employee share ownership plan, and the satisfaction of the various committees and Board.
Board waived its sitting fees for Board and committee
Erik Voges meetings from April 2020.
Erik grew up in Namibia. He earned his bachelor’s in business science
at the University of Cape Town, South Africa. Between working for
corporates and lecturing at the university, he finished his master’s degree
in computer science in 2001. He co-founded one of the world’s first companies to automate chart
pattern recognition for the financial industry. Eleven-and-a-half years later he would sell his stake in the
business and return to Namibia.

He was first introduced to Gondwana shortly thereafter, when he heard about the Gondwana Card.
As a loyal card holder Erik and his family regularly visited the Gondwana lodges. He joined us
formally in September 2020 as CIO leading our diverse IT Team.

“(With the Gondwana Card) I had wonderful experiences
at the places I visited. I was sold on the brand and the

product long before I knew I’d work here.”

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