Board of Directors

Board structure

The board of directors is a unitary board of 11 directors comprising three executive directors and eight non-executive directors, five of whom are independent. The Chairman of the board is an independent non-executive director. The board has resolved to appoint a lead independent director in line with King III recommendations as and when the need for such a lead independent director arises.

Going forward each independent non-executive director will be assessed to determine whether any business or other relationships interfere materially with the director’s capacity to act in an independent manner.

The roles and responsibilities of the independent non-executive Chairman, lead independent director and Group Chief Executive are strictly separated. The Chairman provides leadership and firm guidance to the board while encouraging proper deliberation on matters requiring the board’s attention with input from other directors. The lead independent director will be appointed and assume the responsibilities of the Chairman solely when the latter is unable to attend relevant board and committee meetings, where there is a conflict of interest or when the Chairman’s performance is being appraised or term of office is being reviewed. The Group Chief Executive and Group Executive Committee are responsible for implementing strategy and operational decisions in respect of daily group operations. The non-executive directors are individuals who objectively contribute a wide range of industry skills, knowledge and experience to the board and are not involved in the daily operations of the company. All non-executive directors have unrestricted access to management at any time. When required, non-executive directors are entitled to access the external auditors and, at the company’s expense, are able to seek independent professional or expert advice on any matters pertaining to the group.

The board is governed by a Board Charter which sets out its composition, appointments, responsibilities and board processes. The fiduciary duties and role of each director are also defined. The Charter states the board’s responsibility to its shareholders for monitoring key risk areas, performance indicators and the effectiveness of management. It further tasks the board with reviewing and assessing the strategic direction of the group and with a number of other functions relating to corporate governance, sustainability and accountability. A copy of this charter may be obtained from the Group Company Secretary.

In terms of the shareholders’ agreement concluded between IA Bell and Company (Pty) Limited and John Deere Construction and Forestry Company (JDFC), these two principal shareholder parties are, in terms of their current shareholding in Bell Equipment Limited, both entitled to nominate three directors respectively – in this regard Barry Schaffter retired from the board on 1 November 2010 as non-executive director and was replaced by Donald de Bastiani as a JDFC nominee in line with the provisions of the mentioned shareholders’ agreement. Following the retirement of Howard Buttery on 6 May 2010, Leon Goosen was appointed as an executive director to the Board and Bharti Harie was appointed as an additional independent non-executive director with effect from 19 November 2010. A brief curriculum vitae of each director is set out on pages 8 to 9 of this annual report.

The board meets at least once every quarter and four board meetings were held during the year. Directors are fully briefed by the Group Company Secretary and provided with all necessary information sufficiently ahead of the scheduled board meetings to enable effective discharge of their responsibilities. The board has adopted an annual work plan to ensure all relevant matters for board consideration are prioritised and addressed. Members of senior management, assurance providers and professional advisers may attend meetings by invitation only and do not form part of the quorum of any meeting.

In accordance with Bell’s Articles of Association, at least one-third of directors have to retire by rotation and may stand for re-election. Details of those directors retiring by rotation and standing for re-election are reflected in the notice of the annual general meeting contained on pages 97 to 98 of this report.

In assisting the board to discharge its collective duties, certain board responsibilities have been delegated to the Audit Committee, Risk and Sustainability Committee and Nominations and Remuneration Committee. The board of directors is ultimately responsible for ensuring that Bell is a viable business and to this end effectively controls the company and its subsidiaries, monitors executive management and takes all decisions that are material for this purpose. The board has approved and regularly reviews the group’s schedule of authorities which allows for the clear segregation of duties within the group.