GOVERNANCE APPROACH
The Board’s governance oversight is guided by its commitment to its responsibilities and governance objectives. The objectives provide a mechanism to evaluate performance in applying the King IV principles and outcomes.
Leadership, ethics and corporate citizenship
Our Board sets the tone and leads the Group ethically, effectively and responsibly. The Board is accountable for ensuring management actively cultivates a culture of ethical conduct that is adhered to by all employees of the Group. (See Effective and ethical leadership on page 4 of our Governance and Remuneration Report
As a State-owned company, an inherent part of our role is responsible stewardship of strategic assets. In these unprecedented times, that requires agile, decisive and ethical leadership to steer the business. Sound financial principles, underpinned by a strong corporate governance culture have, over the years, seen us through difficult economic conditions and have seen the Group being able to sustain itself. Our Board strives to ensure we play a key role in society by promoting transformation, economic advancement, growth and development of our country. (See Responsible corporate citizenship on page 5 of our Governance and Remuneration Report and Transformation on page 52)
We are committed to continually enhancing our corporate governance processes in line with best practice in a manner that facilitates the development and management of worldclass airports and creates value.
Strategy, performance and reporting
Our Board takes accountability for the performance of the Group. In so doing, the Board supports us in setting our purpose and achieving our strategic objectives.
Our Board continuously monitors the macro environment, risks and opportunities and stakeholder needs, which inform our strategy.
We continuously strive to improve reporting standards through disclosure and alignment to relevant reporting frameworks and best practice. We seek to provide investors and other stakeholders with all relevant and material information.
Governing structures and delegation
Our Board is the focal point of and custodian for corporate governance. The members of the Board include ten Non-executive Directors and two Executive Directors, who as a group, have an appropriate balance of knowledge, skills, experience, diversity and independence. (See page 9 of our Governance and Remuneration Report) This allows our Board to discharge its governance role and responsibilities objectively and effectively. All Board members are suitably qualified for their roles as Directors and have extensive business experience and specialist skills across a range of sectors, including aviation, governance, human resources, remuneration, information and communication technology, accounting and finance, legal, transport and logistics. Open and honest dialogue that tests decisions, brings consensus and necessitates responsibility is encouraged.
The role and responsibilities of the Independent Nonexecutive Chairman and the CEO have been clearly defined and are distinct to ensure checks and balances in decisionmaking. The Non-executive Directors draw on their experience, skills and business acumen to ensure impartial and objective viewpoints in decision-making processes and standards of conduct. There is a clear balance of power and authority at Board level to ensure that no one Director has unfettered powers of decision-making.
The Board delegates certain functions to six wellstructured committees without abdicating its own responsibilities. Each committee’s Terms of Reference define the composition of the committee and set out its duties, responsibilities and the scope of authority.
Board performance
The Board reflected on its performance through an internal self-assessment, facilitated by the Company Secretary. The areas which have been rated as requiring improvement pertain to the monitoring of the Group’s strategy and management of stakeholder relationships. This is more pertinent in light of the impact of COVID-19 on our business and the aviation sector at large.
Responsible and fair remuneration
We are committed to ensuring we remunerate fairly, responsibly and transparently to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term. Our remuneration philosophy supports sustainable value creation by rewarding our people for their contribution to achieving our strategic objectives. We offer competitive total rewards that promote a highperformance culture, which enables the execution of our Vision 2025 objectives. (See Remuneration on page 32 of our Governance and Remuneration Report)
Stakeholder relationships
Our Board ensures a stakeholder-inclusive approach. A stakeholder engagement report is presented by management to the Board quarterly through the Social and Ethics Committee. Our stakeholder management activities support our vision and strategic objectives of helping build coherent partnerships that are mutually beneficial for the Group and our stakeholders. (See Stakeholder Engagement on page 33)
Our value creation activities
During the year, the Board undertook the following activities, among others:
- Approved new areas of business growth
- Approved the Transformation Strategy underpinning our future growth
- Considered the offer for purchase of Airports Company South Africa shares In Mumbai International Airport