Board Committees

Audit and Risk Committee

The Audit and Risk Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing and monitoring the integrity of the Group’s annual and interim financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors, overseeing the Group’s relationship with its external auditors, reviewing the effectiveness of the external audit process, and reviewing the effectiveness of the Group’s internal control review function. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-year reports remains with the Board. The members of the Audit and Risk Committee, which meet not less than four times a year, are: Desmond Smith (Committee Chairman), Alan Grieve, Seamus Keating and Trevor Peterson.

The terms of reference of the Audit and Risk Committee is reviewed at least annually.

Remuneration Committee

The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration, including setting the over-arching principles, parameters and governance framework of the Group’s remuneration policy and determining the individual remuneration and benefits package of each of the Company’s executive directors and other members of executive management. The members of the Remuneration Committee, which meet not less than twice a year, are: Trevor Petersen (Committee Chairman), Seamus Keating and Dr Anja Oswald, with Jannie Durand as a permanent invitee, in line with the recommendations of the UK Corporate Governance Code to appoint a remuneration committee comprising at least three independent non-executive directors.

The terms of reference of the Remuneration Committee is reviewed at least annually.

Nomination Committee

The Nomination Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as directors or committee members as the need may arise. The Nomination Committee is responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and committees of the Board, retirements and appointments of additional and replacement directors and committee members and will make appropriate recommendations to the Board on such matters. The members of the Nomination Committee, which meet not less than twice a year, are: Dr Edwin Hertzog (Committee Chairman), Jannie Durand, Dr Felicity Harvey, Dr Anja Oswald and Desmond Smith, in line with the recommendations of the UK Corporate Governance Code to appoint a nomination committee with the majority of the members being independent non-executive directors.

The Board supports the principle of boardroom diversity, including gender diversity, and remains committed to ensuring that the Company’s directors bring a wide range of skills, knowledge, experience, background and perspective to the composition of the Board. In this regard, the Board has adopted a Board Diversity Policy, which the Nomination Committee shall apply when new Board or Board Committee appointments are made.

The terms of reference of the Nomination Committee is reviewed at least annually.

Clinical Performance and Sustainability Committee

The Clinical Performance and Sustainability Committee, which although is not a requirement of the UK Corporate Governance Code, assists the Board in: (i) promoting a culture of excellence in patient safety, quality of care and patient experience, by inter alia, monitoring the clinical performance of the Group; and (ii) ensuring that the Group is, and remains, a good and responsible corporate citizen by monitoring the sustainable development performance of the Group. The members of the Clinical Performance and Sustainability Committee, which meet not less than twice a year, are: Dr Felicity Harvey (Committee Chairwoman), Dr Muhadditha Al Hashimi, Dr Edwin Hertzog, Seamus Keating and Dr Ronnie van der Merwe (CEO).

The terms of reference of the Clinical Performance and Sustainability Committee is reviewed at least annually.

Investment Committee

The Investment Committee assists the Board to review and approve proposed investments, expansion projects projects, disposals and capital expenditures of the Group (“investments”) that exceed the Executive Committee’s authority levels; and review and make recommendations to the Board regarding investments that exceed the Committee’s authority level. The members of the Disclosure Committee are: Dr Edwin Hertzog (Committee Chairman), Jannie Durand, Alan Grieve, Danie Meintjes, Jurgens Myburgh (CFO) and Dr Ronnie van der Merwe (CEO).

The terms of reference of the Investment Committee is reviewed at least annually.

Disclosure Committee

The Disclosure Committee is constituted as a management committee and assists the Board to ensure the timely and accurate disclosure information, and where such information is regarded as inside information, ensure that the Company’s controls and procedures relating to inside information are adhered to. The members of the Disclosure Committee are: James Arnold (Investor Relations Executive), Gert Hattingh (Chief Corporate Services Officer), Jurgens Myburgh (CFO) and Dr Ronnie van der Merwe (CEO).

The terms of reference of the Disclosure Committee is reviewed at least annually.