SBN HOLDINGS LIMITED Annual Report 2022

36 36 OUR ACCOUNTABILITY Board meetings The board meets once per quarter. Ad hoc meetings are held when necessary. BOARD ATTENDANCE 2022 BOARD AUDIT COMMITTEE ATTENDANCE 2022 1 March 2022 8 June 4 March 2022 31 May 2022 Special board Q1 board 2022 Q2 board Special board 30 August 25 November 2022 B Rossouw (chairperson) Q3 board 2022 Q4 board N Bassingthwaighte ✓ Attended H Maier (chairperson) N Bassingthwaighte M Dax L Du Plessis M Geises S Hornung¹ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ N/A N/A N/A N/A ✓ ✓ ✓ A Mangale² J Muadinohamba³ B Rossouw P Schlebusch I Tjombonde ✓ Attended A Apologies N/A Not available 1 Appointed on 26 July 2022 2 Resigned on 2 June 2022 3 Retired on 22 April 2022 ✓ A N/A N/A N/A ✓ N/A N/A N/A N/A ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Suné Brugman was appointed to the board on 15 December 2022, and Nangosora Tjibitua on 10 March 2023. SBN HOLDINGS LIMITED Annual report 2022 37 21 February 2022 Q1 2 March 2022 Special BAC 20 May 2022 Q2 15 August 18 November 2022 Q3 2022 Q4 During the year, BAC had two members while waiting for the revised BID-1 from BoN on director appointments. Mrs S Hornung was appointed during December 2022 as the third member of BAC. Board credit committee The purpose of the board credit committee (BCC) is to ensure that effective credit governance is in place in order to provide for the adequate management, measurement, monitoring and control of credit risk, including country risk. The BCC has the right to recommend to the board the roles and responsibilities for the credit risk management committee, with clearly defined mandates and delegated authorities as defined in the bank's credit standards. The board assigned the following duties and responsibilities to the committee: ■adoption of the group's credit standards ■to ensure that all committees within the credit governance structure operate within clearly defined mandates and delegated authorities, as delegated to them by the board ■ to ensure that an appropriate credit framework and structure exist. BOARD CREDIT COMMITTEE ATTENDANCE 2022 22 February 2022 Q1 16 May 2022 Q2 15 August 14 November 2022 2022 Q3 Q4 Board effectiveness and evaluation An annual evaluation of board performance is conducted, to assess the achievement of goals set against its objectives. The aim of the evaluation is to assist the board in improving its effectiveness. The outcome of the evaluation is discussed at a board meeting and any areas of concern are addressed. Relevant action points are also noted for implementation. Executive directors do not participate in discussions regarding management performance or remuneration. Education and induction The company secretary arranges an appropriate induction programme for new directors. This includes an explanation of their fiduciary duties, responsibilities and arranging visits to operations, where discussions with management facilitate an understanding of the company's affairs and operations. Directors are regularly appraised, wherever relevant, of any new legislation and changing commercial risks that may affect the affairs of the group. In terms of the mandate of the board, directors can obtain independent professional advice in order to act in the best interests of the group, at the cost of the group. Any director also has unrestricted access to the chairman, executive directors and the group company secretary. Board committees Each board committee's mandate sets out the role, responsibilities, scope of authority, composition and procedures to be followed. All board committee mandates were reviewed in 2022 to take into account amendments to relevant legislation and the requirements of the Namcode. Board audit committee The board audit committee (BAC) assists the board in discharging its duties relating to the safeguarding of assets and evaluation of internal control frameworks within SBN Holdings and any of its subsidiary companies. The BAC reviews and assesses the integrity and effectiveness of the accounting, financial, compliance and other control systems. Some of the duties and responsibilities assigned to the audit committee are as follows: ■to review the audit plan with the external auditor, with specific reference to the proposed audit scope and approach to the group's activities falling within the high risk areas, the effectiveness of the audit and audit fee ■to review the accounting policies adopted by the group and all proposed changes in accounting policies and practices, and recommend such changes where these are considered appropriate in terms of International Financial Reporting Standards (IFRS) ■ to review the group's interim and audited annual financial statements and all financial information intended for distribution to the shareholders and the general public, prior to submission to the full board and to consider the adequacy of disclosures ■to assess the performance of financial management and review the quality of internal accounting control systems and reports produced by financial management ■to review the basis on which the company has been determined a going concern and make a recommendation to the board ■to review the group's compliance plan, and to consider reports and letters received from banking supervisory authorities and other regulatory bodies, and management's responses thereto where they concern matters of compliance and the duties and responsibilities of the board of directors of the group ■to monitor ethical conduct of the group and executives and other senior officials and to review reports from management on violations of the code of ethics. The organisation has complied with the debt listing requirements of the JSE Limited (JSE) and in particular paragraph 7 (g). N Bassingthwaighte (chairperson) H Maier P Schlebusch ✓ Attended Board risk committee The board risk committee has the responsibility of reviewing and recommending the risk philosophy, strategy and policies for approval and adoption by the board of directors. The committee assists the board in the discharge of its duties relating to the corporate accountability and associated risks in terms of management, assurance and reporting. BOARD RISK COMMITTEE ATTENDANCE 2022 23 February 2022 Q1 18 May 2022 Q2 17 August 16 November 2022 Q3 2022 Q4 I Tjombonde (chairperson) N Bassingthwaighte B Rossouw P Schlebusch ✓ Attended ✓ Board IT committee The board IT subcommittee has the authority to review, monitor and provide guidance on matters related to SBN Holdings' IT strategy, operations, policies and controls. BOARD IT COMMITTEE ATTENDANCE 2022 I Tjombonde (chairperson) B Rossouw P Schlebusch ✓ Attended A Apologies 23 February 2022 17 May 2022 16 August 15 November 2022 Q1 Q2 Q3 2022 Q4 ✓ A A

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