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 financial reporting; reviewing and monitoring the Group’s relationship with the external auditor and the effectiveness of the external audit; reviewing the effectiveness of the Group’s Internal Audit function; and reviewing and monitoring the effectiveness of the Group’s internal control systems and risk management processes. The ultimate responsibility for reviewing and approving the annual report and accounts and the interim reports remains with the Board. The members of the Audit and Risk Committee, which meet no less than four times annually, are: Desmond Smith (Committee Chairperson), Alan Grieve, Seamus Keating and Trevor Peterson.

The terms of reference of the Audit and Risk 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 United Kingdom 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 four times annually, are: Dr Felicity Harvey (Committee Chairperson), Dr Muhadditha Al Hashimi, Dr Edwin Hertzog, Seamus Keating and Dr Ronnie van der Merwe (Chief Executive Officer).

The terms of reference of the Clinical Performance and Sustainability 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 of 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 (Chief Financial Officer) and Dr Ronnie van der Merwe (Chief Executive Officer).

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

Investment Committee

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

The terms of reference of the Investment 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 structure, size and composition of the Board; identifying and recommending potential candidates to be appointed as Directors or members of the Board committees as the need arises; and reviewing succession planning and diversity within the Board, the Group Executive Committee and their direct reports. 

The members of the Nomination Committee, which meet not less than twice annually, are: Dr Edwin Hertzog (Committee Chairperson), Jannie Durand, Dr Felicity Harvey, Dr Anja Oswald and Desmond Smith, in line with the recommendations of the United Kingdom 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.

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; establishing the parameters and governance framework of the Remuneration Policy; determining the remuneration and benefits packages for individual executive Directors and other members of the executive management; and providing guidance on general remuneration policies across the Group.  

The members of the Remuneration Committee, which meet not less than twice annually, are: Trevor Petersen (Committee Chairperson), Seamus Keating and Dr Anja Oswald, with Jannie Durand as a permanent invitee, in line with the recommendations of the United Kingdom 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.