Page 92 - Gondwana Collection Namibia Value Creation Report 2021
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HOW WE GOVERN GONDWANA


                                                                   Governing and managing stakeholder relationships
              Ethical and effective leadership                                                                                                                                                            OUR BOARD
                                                                   The executive directors had a calendar of regulatory engagements with tourism associations such as FENATA and the Hospitality
              The following outlines how Gondwana’s Board and TLC   Association of Namibia (HAN). These were focused on advising the policymakers on the impact of the border entry regulations on
              implement King IV’s four outcomes of ethical and effective   foreign leisure travellers on the national tourism industry’s recovery. Other discussions with policymakers included the availability of   Director composition
              leadership:                                          flights to Namibia following the liquidation of the national airline.

              Ethical culture                                      The AGM is a standing, statutory engagement, and a critical stakeholder engagement with shareholders. Engagement with
                                                                   shareholders regarding their investment was a continued focus in 2021. It was essential to the Board to assure shareholders that they   Director composition – Race            Director composition – Gender            Director composition – Independence         Director composition – Executive
              Our ethical culture is exemplified by integrity, competence,   were not being neglected and that the actions taken by management and the Board were to secure their investments. The Board
              responsibility, accountability, fairness and transparency. As an   and management maintain an open-door policy for shareholders to engage directly should they have any concerns. These invitations                                                                                                                      and non-executive directors
              ethical culture is well-established throughout the company,   were extended in the shareholder communications throughout the year.                                                                       4                    7         1                             10                 4                     7                      4                     7
              the Board’s role is to support this culture and not impede it
              through unnecessary regulations or bureaucracy.                                                                                                                                             0      20     40     60    80     100    0     20     40     60     80    100    0      20    40     60     80     100        0     20     40     60     80    100

              Good performance                                                                                                                                                                              Racially disadvantaged  Racially advantaged  Female  Male                        Independent  Non-independent                 Executive directors  Non-executive directors
              We know that a healthy bottom line is essential to the
              sustainability of our company. We know that performance
              is not just financial. Board and TLC discussions consider the                                                                                                                                                                                      Board meetings
              holistic wellbeing of the company before any analysis of                                                                                                                                    We believe that Board diversity is essential. Although we are
              financial performance. We believe that Gondwana’s long-term                                                                                                                                 outcomes-based and do not have specific stipulations, we   The Board and committees meet at least once every quarter per their respective charters.
              success relies on passion and purpose, and not profit alone.                                                                                                                                always aim to balance demographics, skills and independence   Independent experts attend committee meetings to provide valuable advice. Members of the TLC and senior management teams are
                                                                                                                                                                                                          when making Board appointments.                        also invited to attend.
              Effective control                                                                                                                                                                           The Board Charter requires the Chairperson to be non-executive
              Effective control is about achieving strategic objectives and                                                                                                                               and independent and is subject to annual election by the Board.   Meeting attendance
              positive outcomes. At Gondwana, we believe it is vital that                                                                                                                                 Where the Chairperson has a perceived conflict of interest, one                                                                                       Audit, risk
              our TLC has the freedom to analyse and quickly respond                                                                                                                                      of the independent non-executive directors is nominated as                                                     Sustainability         People     and opportunity
              to trends. Here, corporate governance is a tool to help us                                                                                                                                  Lead Independent Director to chair the specific discussion.                                        Board         committee         committee         committee
              act deliberately and mindfully while remaining flexible. This                                                                                                                               The Board is satisfied with the representation of skills and  Racially disadvantagedRacially disadvantaged  Racially advantaged  Racially advantaged  Racially disadvantaged  Racially advantaged
                                                                                                                                                                                                                                                                                                                5
              flexibility is essential when leaders need to think and act                                                                                                                                 race diversity but appreciates that more needs to be done   Number of scheduled meetings  Racially disadvantaged  Racially advantaged 4    4                 6
              quickly in turbulent times.                                                                                                                                                                 to improve gender diversity. The Board is confident that its   Steve Galloway                        5/5               3/4
                                                                                                                                                                                                          members promote good governance in Gondwana.           Alain Noirfalise                              3/5               3/4
              Legitimacy
                                                                                                                                                                                                                                                                 Chris Gouws                                   5/5                                 3/4               5/6
              While Gondwana evolves continuously, we ensure that
              the company maintains trust and legitimacy. The brand is                                                                                                                                    Skills profile (%)                                      Florentia Amuenje                             4/5                                 4/4
              loved and admired throughout Namibia. We are in good                                                                                                                                                                                               Jaco Visser                                   5/5               2/4                                 6/6
              standing with our communities and government leaders.                                                                                                                                            27        Business, investments, banking and      James Mnyupe                                  4/5                                                   5/6
              Our commitment to Namibia and her people and environment                                                                                                                                                   economics
              underpins our legitimacy.                                                                                                                                                                                                                          Manni Goldbeck                                5/5               2/4
                                                                                                                                                                                                               12        Finance, accounting and tax
                                                                                                                                                                                                                                                                 Trophy Hiwilepo                               5/5               4/4                                 5/6
                                                                                                                                                                                                                         Human resources, coaching, education
                                                                                                                                                                                                               19        and psychology                          Gys Joubert                                   5/5               3/4               3/4               6/6
                                                                                                                                                                                                               14        Information technology                  Hannes Gouws                                  4/5
                                                                                                                                                                                                                                                                 David Namalenga                               5/5
                                                                                                                                                                                                                4        Legal and industrial relations
                                                                                                                                                                                                                3        Mining                                  Notes
                                                                                                                                                                                                                4        Project management                         ○ Where the Board member is not a member of a committee, no attendance is indicated.
                                                                                                                                                                                                                8        Strategy                                   ○ The Board had four meetings and an annual strategy meeting, which brings the total number of times the Board met to five.
                                                                                                                                                                                                                8        Tourism, brand and marketing               ○ The Audit, Risk and Opportunity had two ad-hoc meetings in addition to the scheduled quarterly meetings.






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