The Board has the overall responsibility over the leadership, control and performance of our Company. The Board ensures that we maintain effective, efficient and transparent systems of financial and risk management, and internal control as a PFM A schedule 2 public entity. Each Board member has a fiduciary duty to act in good faith and in the best interests of our Company.
The Board of Directors operates under the approved terms of reference, and provides leadership and strategic oversight, and oversees the internal control management while ensuring that risks are appropriately managed in the pursuit of delivering sustainable value to our shareholders and stakeholders. The Board ensures adherence to principles of good governance and accountability as outlined in King III and its Board charter. The Board is collectively aware of their responsibilities and each member possesses the necessary skills and competencies.
Our Memorandum of Incorporation (MOI) provides that the Board shall comprise of a minimum of three directors and a maximum of 12 directors; the majority of which should be the non-executive directors. The executive directors are the CEO and the CFO. The Board has 12 directors, the majority of whom are independent non-executive directors. The structure has provided a conducive environment for independence and an objective decision-making process.
Our MOI also ensures the independence of the Board in that none of the members are public servants or holders of any office of profit under the Government or a member of parliament or any provincial, legislative or local authority or municipal or other council in the Republic of South Africa. The Board collectively possess a variety of skills and qualifications including finance, law, aviation and other capabilities required to execute on its mandate.