Page 88 - Gondwana Value Creation Report 2020

HOW WE GOVERN GONDWANA OUR BOARD 10 Profile 4 7 Independence 7 Ethical and effective leadership

The following outlines how Gondwana’s Board and TLC achieve
King IV’s four outcomes of ethical and effective leadership:
Director composition
Ethical culture
This is exemplified by integrity, competence, responsibility,
Gender
accountability, fairness and transparency, and pervades the whole
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company. For the Board, it is clear that an ethical culture is already
culture and not inhibit it with regulations or bureaucracy.
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Good performance
Female 2 Male 6 8 10 12 0 Racially disadvantaged 6 Racially advantaged 0 Independent 4 Non-independent 10 12 tangible and entrenched in Gondwana. Our role is to foster this
We are aware that profits facilitate Gondwana’s goals; however,
good performance is not just financial. Board and TLC
We believe that Board diversity is essential. Although we are Board meetings discussions centre on the wellbeing of the company before any
outcomes based and do not have specific stipulations, we always analysis of financial performance. The Board and TLC share the
aim for a balance in demographics, skills and independence when The Board and committees meet at least once every quarter in accordance with their respective charters. belief that Gondwana will be successful over the long run if it
making Board appointments. Independent experts attend committee meetings to provide valuable advice. Members of the Exco and senior management teams are also is ruled by passion and purpose, not profit. If Gondwana’s main
aim is to make the world better by the way it does business, it
The Board Charter requires the Chairperson to be non-executive invited to attend. can earn profits by helping its stakeholders thrive.
and independent, and is subject to annual election by the Board.
Where the Chairperson has a perceived conflict of interest, one Meeting attendance Effective control
of the independent non-executive directors is nominated as Lead Audit, risk
Independent Director to chair the specific discussion. Sustainability People and opportunity Effective control is about achieving strategic objectives
Our Board committees undertook their first full year of service in 2019. Board committee committee committee and positive outcomes. At a company like Gondwana, it is
appropriate that the Board does not force stringent control.
As we set the structures in place for listing, we believe that Number of scheduled meetings 4 4 4 4 As a sounding board on strategic issues, it is essential that
we need to have more diversity in gender and skills to have a S Galloway 4/4 3/4 the Board gives the TLC the freedom to sense trends and
convincing story. Apart from this, the Board believes its members respond with agility, to use corporate governance as a tool to
are suited to foster good governance in Gondwana. A Noirfalise 4/4 4/4 act deliberately and mindfully, while remaining flexible. This
flexibility was essential in 2020 when leaders needed to think
C Gouws 4/4 4/4 1/1 and act quickly to new challenges as they arose.
Skills profile (%) F Amuenje 3/4 3/4
8 27 J Visser 4/4 2/4 4/4 Legitimacy
8 J Mnyupe 3/3 1 4/4 Gondwana is changing, and it is important the company
maintains trust and legitimacy. The brand is aspirational, loved
M Goldbeck 3/4 2/4 and admired in all spheres of Namibian society, including
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T Hiwilepo 4/4 4/4 4/4 community and government leaders. Gondwana is committed
3 to Namibia and through the company’s approach to business,
G Joubert 4/4 3/4 4/4 4/4 employment, planet and community commitments, continues
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H Gouws 2/4 to drive legitimacy in Namibia.
D Namalenga 3/4
12 1 Appointed at November 2019 meeting.
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Notes
○ Where the Board member is not a member of a committee, no attendance is indicated.
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Business, investments, banking and economics ○ The Board had four scheduled Board meetings, an annual strategy meeting and an ad hoc meeting during lockdown, which brings the
Finance, accounting and tax total number of times the Board met to six.
Human resources, coaching, education and psychology ○ Chris Gouws was appointed to the audit, risk and opportunity committee at the third-quarter Board meeting, and therefore only
Information Technology attended one committee meeting.
Legal and industrial relations
Mining
Project management
Strategy
Tourism, brand and marketing

86 VALUE CREATION REPORT 2020 GONDWANA COLLECTION NAMIBIA 87