R. Frew Chairman: Board of Directors. Board Charter

Transcription

1 Revisin N: 3 Bard f Directrs R. Frew Chairman: Bard f Directrs Effective date: 5 June 2018 Bard Charter Cntents 1. Intrductin 2 2. Purpse f the Charter 2 3. Cmpsitin 2 4. Undertakings by Directrs 2 5. Inductin f New Directrs 3 6. Perid f Office 3 7. Directr Remuneratin 3 8. Rle and Respnsibilities 3 9. Rle f the Individual Directr Bard Leadership Bard Cmmittees Delegatin Frequency and Qurum Attendance Agenda, Bard Papers and Minutes Disclsure and Cnflicts f Interest Indemnificatin and Directrs and Officers Insurance Bard and Cmmittees Perfrmance Evaluatin Independent Prfessinal Advice Cmpliance with Charter Review f the Bard Charter 13 Appendix A: Emphasis f Bard Meetings 14

2 Bard f Directrs Bard Charter 1. Intrductin The Bard f Directrs f MiX Telematics Limited ( the Cmpany r MiX ) acknwledges the need fr a Bard Charter ( Charter ) which dcuments its rle, respnsibilities, membership requirements and prcedural cnduct as recmmended in the King IV Reprt n Crprate Gvernance fr Suth Africa, 2016 ( King IV ). This Charter is subject t the prvisins f the Cmpanies Act 71 f 2008, as amended ( the Cmpanies Act ), the Cmpany s Memrandum f Incrpratin ( MOI ), the JSE Listings Requirements and any ther applicable law r regulatry prvisin. This Charter is supplemented by the fllwing plicies: Bard Nminatins, Cmpsitin and Diversity Plicy Bard Evaluatin Philsphy Grup Apprvals Framewrk 2. Purpse f the Charter The purpse f this Charter is t set ut the Bard s rle and respnsibilities, as well as the requirements fr its cmpsitin and meeting prcedures. 3. Cmpsitin The Cmpany has a unitary Bard, which is suitably cnstituted and cmprises a balance f Executive and Nn- Executive Directrs, with a majrity f Nn-Executive Directrs. A majrity f the Nn-Executive Directrs are classified as independent frm a JSE Listings Requirement perspective. In terms f the MOI, the Bard must cnsist f a minimum f fur directrs. Directrs are appinted thrugh a frmal and transparent prcess, in accrdance with the Bard Nminatins, Cmpsitin and Diversity Plicy. The Nminatins and Remuneratin Cmmittee is mandated with the respnsibility f identifying suitable candidates fr cnsideratin by the Bard and t be prpsed fr electin by the sharehlders. The Bard is structured t ensure an apprpriate mix and balance f knwledge, skills, experience, diversity and independence apprpriate t the strategic directin f the Cmpany. The Cmpany Secretary is the secretary t the Bard. 4. Undertakings by Directrs Directrs appinted t the Bard shuld: cnduct themselves accrding t the highest standard f persnal and prfessinal integrity and set the standard and prmte ethical behaviur and cmpliance with laws and regulatins within the Cmpany; have sufficient wrking knwledge f the Cmpany, its industry, the ecnmy, sciety and the envirnment in which it perates; be aware f the statutry and regulatry requirements affecting the directin f the Cmpany; act with due care, skill and diligence, and take reasnably diligent steps t becme infrmed and cntribute independent views t matters under cnsideratin by adding value t Bard deliberatins; and Page 2 f 16

3 Bard f Directrs Bard Charter regularly attend meetings f the Bard and Bard Cmmittees n which he r she serves. 5. Inductin f New Directrs An inductin prgramme is established fr new directrs t facilitate their understanding f the Cmpany and the envirnment in which it perates. The inductin prgramme includes, inter alia: a summary f the Cmpany s perating envirnment, its MOI, regulatins, applicable laws, the Grup Crprate Gvernance Framewrk, Bard Charter and Cmmittee Terms f Reference respectively; the Cmpany s Annual Reprts; and the directrs rles, fiduciary duties, respnsibilities and bligatins in terms f the Cmpanies Act, JSE Listings Requirements, King IV, SEC and NYSE listings requirements. A letter f appintment will be issued t new directrs as part f the inductin prgramme, f which the Bard Charter will frm an integral part. Cntinuing prfessinal develpment prgrammes are implemented which ensure that directrs receive regular briefings n changes in risks, laws, gvernance and the envirnment. 6. Perid f Office Appintments f directrs by the Bard after the last Annual General Meeting ( AGM ), are subject t ratificatin by sharehlders at the first subsequent AGM by rdinary reslutin. At least ne-third f all directrs are subject t retirement by rtatin at each AGM and are eligible fr re-electin. A Nn-Executive Directr is eligible t serve up t a nine-year perid with three terms f three years, subject t the rtatin perids as stated in the MOI. A Nn-Executive Directr may serve fr lnger than nine years subject t an annual independent assessment by the Bard. Such Nn-Executive Directr will retire in accrdance with the retirement prvisins in the MOI, i.e. after the three-year perid, unless therwise decided by the Bard. The terminatin f an emplyment cntract f an Executive Directr will result ips fact in the terminatin f his r her membership f the Bard. 7. Directr Remuneratin The Remuneratin Cmmittee shall make recmmendatins t the Bard n the annual fees payable t Nn- Executive Directrs fr their cntributin as members f the Bard; majr subsidiary Bards; and their respective Bard Cmmittees. All fees will be subject t sharehlder apprval tabled at each preceding AGM. Executive Directrs will nt receive fees fr their services as directrs f any cmpany within the MiX grup as they are paid as emplyees in accrdance with their emplyment cntracts. The Bard shall reprt n the remuneratin in the Annual Reprt in terms f the requirements f the Cmpanies Act, the JSE Listings Requirements and King IV, and in the Frm 20-F in terms f the SEC and NYSE requirements. 8. Rle and Respnsibilities The rle and respnsibilities f the Bard are t: Page 3 f 16

4 Bard f Directrs Bard Charter 8.1 act as the fcal pint fr, and custdian f, crprate gvernance by managing its relatinship with management, the sharehlders and ther stakehlders f MiX alng sund and ethical crprate gvernance principles; steer and set directin with regards t bth: the Cmpany s strategy; and the way in which specific gvernance areas are t be apprached, addressed and cnducted; apprve plicy and planning that give effect t the Cmpany strategy; versee and mnitr implementatin and executin f the strategy by management; and ensure accuntability fr rganisatinal perfrmance thrugh reprting and disclsures; 8.2 versee and mnitr that the Cmpany is and is seen t be a respnsible crprate citizen by having regard t nt nly the financial aspects f the business f the Cmpany, but als the impact that business peratins have n the envirnment and the sciety within which it perates; 8.3 cnsider the Cmpany s strategy against the six capital resurces; 8.4 exercise nging versight f the management f ethics within MiX that prmte ethical behaviur within the Cmpany; 8.5 apprve MiX s financial bjectives, including capital expenditure, treasury, capital and funding prpsals; 8.6 appreciate that strategy, risk, perfrmance and sustainability are inseparable and t give effect t this by: gverning and regularly reviewing and evaluating the enterprise-wide risk management and cmpliance prcesses; cntributing t and apprving MiX s strategy; satisfying itself that the strategy and business plans d nt give rise t risks that have nt been thrughly assessed by management; identifying key perfrmance and risk areas; verseeing prductin f a strategy that will facilitate sustainable utcmes; cnsidering sustainability as a business pprtunity that guides strategy frmulatin; and verseeing MiX s perfrmance against agreed targets and bjectives; 8.7 prvide effective leadership n an ethical fundatin; 8.8 ensure that the Cmpany has an effective and independent Audit Cmmittee; 8.9 be respnsible fr the gvernance f risk; 8.10 versee and be respnsible fr the gvernance f infrmatin and technlgy within MiX; 8.11 mnitr MiX s cmpliance with applicable laws and cnsider adherence t nn-binding rules, cdes and standards; 8.12 ensure that there are effective risk-based internal cntrls and audit prcesses; Page 4 f 16

5 Bard f Directrs Bard Charter 8.13 adpt a stakehlder-inclusive apprach and cnsider stakehlders perceptins f MiX s reputatin; 8.14 review and versee the integrity f the Cmpany s Annual Reprt and the relevant disclsures in terms f King IV reprting; 8.15 act in the best interests f the Cmpany by ensuring that individual directrs: adhere t legal standards f cnduct; are permitted t take independent advice in cnnectin with their duties in accrdance with paragraph 19 belw; and disclse real r perceived cnflicts t the Bard and deal with them accrdingly; 8.16 cmmence business rescue prceedings as sn as the Cmpany is financially distressed; 8.17 elect a Chairpersn f the Bard that is a Nn-Executive Directr; 8.18 appint and evaluate the perfrmance f the Chief Executive Officer ( CEO ) against agreed perfrmance measures and targets; 8.19 cnsider the CEO s membership f additinal prfessinal psitins, including ther rganisatins, utside MiX; 8.20 apprve terminatin f the CEO s emplyment cntract, when applicable; 8.21 as individual directrs, devte sufficient time and effrt t preparing fr meetings in rder t participate fully and frankly in Bard discussins and bring the benefit f their particular knwledge, experience, skills and abilities t bear; 8.22 review the successin plan fr its directrs, including the Chairpersn and CEO 8.23 gvernance f technlgy and infrmatin within MiX, and is respnsible fr ensuring that MiX s apprach t technlgy and infrmatin supprts the achievement f its strategic bjectives; and 8.24 apprve the MiX Grup Crprate Gvernance Framewrk that articulates and gives effect t its directin n relatinships and the exercise f authrity acrss the Cmpany. The Bard shuld d everything necessary t fulfil its rle as set ut abve. 9. Rle f the Individual Directr In the perfrmance f their fiduciary duties, directrs f the Bard are required t act in gd faith and fr a prper purpse, exercise due care and skill in the best interests f the Cmpany and nt fr any self-interest, in accrdance with sectins 76 and 77 f the Cmpanies Act, and King IV recmmendatins. Members f the Bard are expected t cnduct themselves accrding t the highest standard f persnal and prfessinal integrity and set the standard fr MiX s ethical cnduct and prmte ethical behaviur and cmpliance with laws and regulatins. Page 5 f 16

6 Bard f Directrs Bard Charter 10. Bard Leadership The respnsibilities fr the running f the Bard and the Cmpany are distinct tasks. The rles f Chairpersn and CEO shall be separate with a clear divisin f respnsibilities Rle f the Chairpersn The Bard shuld elect a Chairpersn wh can prvide the directin necessary fr an effective Bard. The Chairpersn shuld be appinted by the Bard every year after carefully mnitring his independence and factrs that may impair his r her independence. Any factr affecting the independence f the Chairpersn shuld be weighed against the psitive factr f cntinuity f the Chairpersn. The Chairpersn f the Bard shuld be independent and free f cnflicts f interest at appinting, failing which the Bard must appint a Lead Independent Nn-Executive Directr ( LID ). In situatins where the independence f the Chairpersn is questinable r impaired, a LID shuld be appinted fr as lng as the situatin exists. The Chairpersn shall be respnsible fr, inter alia: setting the ethical tne fr the Bard and MiX; prviding verall leadership t the Bard withut limiting the principle f cllective respnsibility fr Bard decisins, while at the same time being aware f the individual duties f directrs; identifying and participating in selecting directrs (via a Nminatins and Remuneratin Cmmittee), and verseeing a frmal successin plan fr the Bard, including the CEO and certain senir management appintments such as the Chief Financial Officer ( CFO ); frmulating, with the CEO and Cmpany Secretary, the yearly wrk plan fr the Bard against agreed bjectives, and playing an active part in setting the agenda fr Bard meetings; presiding ver Bard meetings and ensuring that time in meetings is used prductively. The Chairpersn shuld encurage cllegiality amngst directrs withut inhibiting candid debate and creating tensin amng directrs; managing cnflicts f interest. It is nt sufficient t merely table a register f interests. All internal and external legal requirements must be met. The Chairpersn must ask affected directrs t recuse themselves frm discussins and decisins in which they have a cnflict, unless they are requested t prvide specific input, in which event they shuld nt be party t the decisin; acting as the link between the Bard and management, and particularly between the Bard and the CEO; being cllegial with directrs and management, while at the same time maintaining an arms length relatinship; ensuring that directrs play a full and cnstructive rle in the affairs f the Cmpany and taking a lead rle in the prcess fr remving nn-perfrming r unsuitable directrs frm the Bard; ensuring that cmplete, timely, relevant, accurate, hnest and accessible infrmatin is placed befre the Bard t enable directrs t reach an infrmed decisin; Page 6 f 16

7 Bard f Directrs Bard Charter mnitring hw the Bard wrks tgether and hw individual directrs perfrm and interact at meetings. The Chairpersn shuld meet with individual directrs nce a year abut evaluating their perfrmance. The Chairpersn shuld knw directrs strengths and weaknesses; mentring t develp skill and enhance directrs cnfidence (especially thse new t the rle) and encuraging them t speak up and make an active cntributin at meetings. The mentring rle is encuraged t maximise the ptential f the Bard; ensuring that all directrs are apprpriately made aware f their respnsibilities thrugh a tailred inductin prgramme, and ensuring that a frmal prgramme f cntinuing prfessinal educatin is adpted at Bard level; ensuring that gd relatins are maintained with MiX s majr sharehlders and its strategic stakehlders, and presiding ver sharehlders meetings; building and maintaining stakehlders trust and cnfidence in MiX; uphlding rigrus standards f preparatin fr meetings by, fr example, meeting with the CEO befre meetings and studying the meeting infrmatin packs distributed; and ensuring that decisins by the Bard are executed. The Chairpersn s ability t add value t MiX, and the Chairpersn s actual perfrmance against criteria develped frm his r her frmalised rle and functins, shuld frm part f a yearly evaluatin by the Bard. The Chairpersn shuld meet with the CEO r CFO r the Cmpany Secretary, r all three, befre a Bard meeting t discuss imprtant issues and agree n the agenda. With regard t serving n ther Cmmittees: the Chairpersn shuld nt be a member f the Audit Cmmittee; the Chairpersn shuld nt chair the Remuneratin, Audit and Risk, and Scial and Ethics Cmmittees, but may be a member f the Cmmittees; and the Chairpersn shuld be a member f the Nminatins Cmmittee and may als be its Chairpersn, if categrised as independent. There shuld be a successin plan fr the psitin f the Chairpersn Rle f the Lead Independent Directr ( LID ) The main functin f a LID is t prvide leadership and advice t the Bard, withut detracting frm the authrity f the Chairpersn, when the Chairpersn has a cnflict f interest. Such assistance may be prvided: at any Bard meeting (including meetings f Cmmittees f the Bard) r at any ther meeting f the Cmpany; at any meeting the Chairpersn might initiate with the LID; in any cnsultatins that any ther directr r executive f MiX might initiate with the LID; and in any cnsultatin that the LID might initiate. Page 7 f 16

8 Bard f Directrs Bard Charter The LID shuld, at all times, be aware that the rle is that f supprt t the Chairpersn and the Bard, and nt in any way undermine the authrity f the Chairpersn. His r her rle fulfils the fllwing functins: t lead in the absence f the Chairpersn; t serve as a sunding bard fr the Chairpersn; t act as an intermediary between the Chairpersn and ther members f the Bard; t deal with sharehlders cncerns where cntact thrugh the nrmal channels has failed t reslve cncerns, r where such cntact is inapprpriate; t strengthen the independence f the Bard if the Chairpersn is nt an Independent Nn- Executive Directr; and t chair discussins and decisin-making by the Bard n matters where the Chairpersn has a cnflict f interest The LID shuld als chair the Bard meetings which deal with the successin f the Chairpersn and the Chairpersn s perfrmance appraisal The term f the LID s appintment will depend n the circumstances f the Cmpany and culd either be an nging appintment r ne f limited duratin fr s lng as the actual r perceived lack f independence r cnflict f interest f the Chairpersn endures. The rle f the LID and deputy Chairpersn, if ne is appinted, is cmbined The term f the LID s appintment will be reviewed annually, cncurrently with the appintment f the Chairpersn f the Bard, fr s lng as the actual r perceived lack f independence r cnflict f interest f the Chairpersn endures Rle f the CEO The Bard shuld appint the CEO whse duties and respnsibilities include the fllwing: develping MiX s strategy fr cnsideratin and apprval by the Bard; serving as the chief link between management and the Bard by leading the implementatin and executin f apprved strategy, plicy and peratinal planning; setting the tne in prviding ethical leadership and creating an ethical envirnment; recmmending r appinting the executive team and ensuring prper successin planning and perfrmance appraisals; develping and recmmending t the Bard yearly business plans and budgets that supprt MiX s lng-term strategy; being accuntable and reprting t the Bard n the perfrmance f MiX and its cnfrmance with cmpliance imperatives; establishing an rganisatinal structure fr MiX which is necessary t enable executin f its strategic planning; ensuring that the assets f MiX are adequately maintained and prtected; Page 8 f 16

9 Bard f Directrs Bard Charter ensuring that MiX cmplies with all relevant laws and crprate gvernance principles; and ensuring that MiX applies all recmmended best practices and, if nt, that the failure t d s is justifiably explained Rle f the Cmpany Secretary The rle f the Cmpany Secretary is imprtant fr prviding guidance n crprate gvernance and legal respnsibilities, and crdinating the functins f the Bard, its Cmmittees, and ther cmpanies within MiX. The Bard, via the Nminatins and Remuneratin Cmmittee, is respnsible fr the appintment and remval f the Cmpany Secretary and shuld empwer him r her t prperly fulfil his r her duties. The perfrmance and independence f the Cmpany Secretary shuld be evaluated annually by the Bard, via the Nminatins and Remuneratin Cmmittee. The Bard shuld ensure that the Cmpany Secretary has the necessary cmpetence, gravitas and bjectivity t fulfil his r her respnsibilities at the highest level f decisin-making within MiX. The Cmpany Secretary will nt be a directr f MiX. The Cmpany Secretary shuld: assist the Nminatins and Remuneratin Cmmittee and ensure that the prcedure fr the appintment f directrs is prperly carried ut; assist in the prper inductin, rientatin, nging training and educatin f directrs, including assessing the specific training needs f directrs and executive management in their fiduciary and ther gvernance respnsibilities; prvide guidance n directrs respnsibilities and duties, and hw such respnsibilities and duties shuld be prperly discharged in the best interests f MiX; prvide a central surce f guidance and advice t the Bard, and within MiX, n matters f gd gvernance, changes in legislatin and cmpliance; have a direct channel f cmmunicatin t the Chairpersn and shuld be available t prvide cmprehensive practical supprt and guidance t directrs, with particular emphasis n supprting the Nn-Executive Directrs, the Chairpersn f the Bard and the Bard s Cmmittees; ensure that statutry bks, the Charter and Bard Cmmittees Charters and Terms f Reference are apprpriately maintained in accrdance with legislatin and King IV as relevant; be respnsible fr the prper cmpilatin and timely circulatin f Bard papers and fr assisting the Chairpersn f the Bard and the Bard s Cmmittees with drafting f yearly wrk plans; have the duty t btain apprpriate respnses and feedback t specific agenda items and matters arising frm earlier meetings in Bard and Cmmittee deliberatins. The Cmpany Secretary s rle shuld als be t raise matters that may warrant the attentin f the Bard; ensure that the prceedings f Bard and Cmmittee meetings are prperly recrded and the minutes f meetings are circulated t the directrs in a timely manner, after having been reviewed by the Chairpersn f the Bard and f the relevant Cmmittees; Page 9 f 16

10 Bard f Directrs Bard Charter assist the Bard with the perfrmance evaluatins f the Bard and its Cmmittees; have unfettered access t the Bard, but maintain an arms length relatinship; keep abreast f and infrm the Bard f current gvernance thinking and practice; and facilitate directrs meetings with management and the requisitining f dcumentatin by directrs, as and when necessary. 11. Bard Cmmittees The Bard is authrised t frm Cmmittees t facilitate efficient decisin-making, prmte independent judgement, and assist with the balance f pwer and the executin f its duties. Cmmittees are cnstituted with due regard t members skills, qualificatins and experience t effectively fulfil their duties. The Bard has three standing Cmmittees, namely the Audit and Risk Cmmittee and the Scial and Ethics Cmmittee (bth f which are als statutry cmmittees in terms f the Cmpanies Act), and the Nminatins and Remuneratin Cmmittee. Bard Cmmittees shuld: bserve the same rules f cnduct and prcedure as the Bard; act n behalf f the Bard when specifically authrised; and ensure transparency and full disclsure when reprting t the Bard, except where the Cmmittee has been mandated therwise. Frmal terms f reference are established and apprved fr each Cmmittee and reviewed annually. The Nminatins and Remuneratin Cmmittee versees the effective cllabratin amngst Cmmittees thrugh crssmembership, where apprpriate. 12. Delegatin The Bard delegates certain functins t well-structured cmmittees, subsidiary bards and the CEO, but withut abdicating its wn respnsibilities. Delegatin is frmal and invlves the fllwing: 12.1 the implementatin and executin f apprved strategy, thrugh plicy and peratinal plans, mandating management thrugh the CEO; 12.2 delegating authrity t the CEO and management t facilitate efficient decisin-making; 12.3 all Bard authrity cnferred n management is delegated t the CEO. In turn, the authrity, decisinmaking and accuntability f management will perate within the framewrk f this authrity in terms f strategic directin, risk and value; 12.4 delegating t management the respnsibility and executin f the Cdes f Ethics and Cnduct plicies and having sanctins and remedies in place in the event f a breach in the rganisatin s ethical standards; 12.5 setting delegatin limits by taking int accunt the balance between making efficient decisins clse t the business activity and the need fr the Bard and management t versee areas f significant impact n MiX in terms f strategic directin, risk and value; Page 10 f 16

11 Bard f Directrs Bard Charter 12.6 establishing delegatin limits in respnse t risk prfiles and expectatins; 12.7 the authrity t apprve a transactin is taken t include the authrity t terminate r cancel a transactin including the authrity t terminate a cntract evidencing the transactin (subject t dispute settlement delegatin limitatins). Bard Meeting Prcedures 13. Frequency and Qurum The Bard must hld sufficient scheduled meetings t discharge all its duties as set ut in this Charter, but subject t a minimum f fur meetings per year. The meetings will be held at such times and at such venues as the Bard deems apprpriate. Meetings in additin t thse scheduled may be held at the request f a directr. A representative qurum fr meetings is as prvided fr in the Cmpany s MOI, i.e., a majrity f directrs fr the time being in ffice. Individuals in attendance at Bard meetings by invitatin may participate in discussins but d nt frm part f the qurum fr Bard meetings. Bard and Cmmittee meeting dates are set up in advance and these are tabled at Bard meetings fr the Bard s ntice and apprval. Shrt ntice perids fr meetings may be given fr special ad hc meetings. 14. Attendance Members f senir management, assurance prviders and prfessinal advisrs may be in attendance at meetings, but by invitatin nly, and they may nt vte n any issues discussed at the meeting. Directrs must attend all scheduled meetings f the Bard and relevant Cmmittees, including meetings called n an ad hc basis fr special matters, unless prir aplgy, with reasns, has been submitted t the Chairpersn r Cmpany Secretary. The Chairpersn may, at his discretin, authrize the use f audi r vide cnferencing facilities t facilitate participatin in a Bard meeting shuld attendance in persn nt be pssible. If the nminated Chairpersn is absent frm a meeting, the members present must elect ne f the members present t act as Chairpersn. In the event that there is a LID and the LID is present, he r she will act as Chairpersn. A directr wh absents himself frm Bard meetings fr three cnsecutive meetings withut leave f the Bard and is nt represented at such meetings, may be required t vacate his r her ffice shuld the Bard s reslve. 15. Agenda, Bard Papers and Minutes The Cmpany Secretary and the Chairpersn shuld establish an annual wrk plan fr each year s that all relevant matters are cvered by the agendas f the meetings planned fr the year. The annual plan must ensure prper cverage f the matters laid ut in this Charter. The mre critical matters will need t be attended t each year, while ther matters may be dealt with n a rtatin basis. The number, timing and length f meetings, and the agendas are t be determined in accrdance with the annual plan. Page 11 f 16

12 Bard f Directrs Bard Charter A detailed agenda, tgether with Bard papers, must be circulated t the Bard and ther invitees at least ne week prir t each meeting. All matters t be discussed and/r vted n at Bard meetings must be present n the agenda fr that Bard meeting. Any directr may request, thrugh the Cmpany Secretary and Chairpersn, that any matter requiring Bard deliberatin be added t the agenda. Directrs shuld be entitled t have access t all relevant infrmatin t assist them in the discharge f their duties and respnsibilities and t enable them t make infrmed decisins. Directrs agree that the maintenance f the cnfidentiality f Bard prceedings is f paramunt imprtance. The minutes f the meetings must be cmpleted as sn as pssible after the meeting and circulated t the Chairpersn fr review theref. The minutes must be frmally apprved by the Bard and Cmmittees at the next scheduled meeting. 16. Disclsure and Cnflicts f Interest Directrs must avid any cnflicts f interest in accrdance with sectin 75 f the Cmpanies Act. Any cnflict f interest in respect f matters n the agenda, shuld be disclsed at the beginning f each meeting, with such cnflicts being practively managed. If any matter is t be discussed at a meeting f the Bard which wuld invlve ne r mre directrs having a cnflict f interest, thse cnflicted directrs: shall nt receive the relevant papers; shall nt be present at the meeting when the matter is being discussed; and shall nt participate in any decisin n the matter. A declaratin f all financial, ecnmic and ther interests held by directrs and their related parties must be tabled at each Bard meeting and duly cnfirmed and signed by each directr at least annually. 17. Indemnificatin and Directrs and Officers Insurance MiX will pay the premiums fr Directrs and Officers Insurance fr cver in the event that directrs and fficers are expsed t certain wrngful acts such as errr, misleading statements, missin, neglect r breach f duty, in the curse f discharging directrs duties within the necessary authrity. 18. Bard and Cmmittees Perfrmance Evaluatin The perfrmance evaluatin f the Bard, its Cmmittees and individual directrs must be cnducted at least every tw years. Every alternate year, the Bard must cnsider its prgress against the agreed utcmes f the prir evaluatin prcess, if any. The evaluatin f the Chairpersn will be managed by the LID, r an Independent Nn-Executive Directr, in the event f n appinted LID. 19. Independent Prfessinal Advice Any member f the Bard is empwered t cnsult independent experts when necessary and within his duties as a directr f MiX. All requests fr independent, prfessinal advice shuld be directed in writing t the Chairpersn and/r Cmpany Secretary. Csts incurred as a result f the independent advice will be brne by MiX, subject t apprval by the Chairpersn. Page 12 f 16

13 Bard f Directrs Bard Charter 20. Cmpliance with Charter The Bard shuld be required, n an annual basis, t cnfirm whether it has fulfilled its respnsibilities in accrdance with this Charter. 21. Review f the Bard Charter This Charter is subject t annual review by the Bard. Page 13 f 16

14 Bard f Directrs Bard Charter Appendix A: Emphasis f Bard Meetings In the Bard s endeavur t fulfil its multi-faceted rle in ensuring sund gvernance principles, assessing strategic decisins and executins, the fllwing prcess fr Bard meetings shall be fllwed: 1. The main business f the quarterly Bard meetings shall be strategic and these discussins shall be held prir t the prcedural issues where pssible. 2. One day shall be set aside fr strategic cnversatins every year in March, whilst a review f the perfrmance against the strategy will take place at every meeting. 3. Bard papers shall be geared arund the strategic intent f the Cmpany and management s view f the current psitin. 4. Sufficient cntext and backgrund shall be prvided t give the pprtunity t engage in a balanced discussin and debate. 5. Where a decisin is required at a meeting, sufficient backgrund infrmatin and briefing shall be dne prir t the publishing f papers and the Bard meeting. 6. Management shall frmulate the strategy fr MiX, which will be apprved by the Nn-Executive Directrs n an annual basis. 7. Significant and material risks shall be cnsidered; the Bard is t guide the risk appetite and tlerance t drive the strategic bjectives. 8. Custmers needs shall be cnsidered and discussed. 9. The Nn-Executive Directrs shall be prperly prepared fr the debate. 10. The Bard packs shall be prepared in the fllwing manner: designed t facilitate fcussed strategic debate f the issues, in particular, perfrmance against ne and three-year plans; measurements and targets agreed in the plan shall be reprted n upfrnt, and financial reprting shall be in relatin t this infrmatin; incme statements, balance sheets and ther dcumentatin as required fr gd crprate gvernance shall be included; reprts shall be made n a quarterly basis against the achievement f targets set fr varius incentive and share schemes; the ecnmic utlk, lcally and glbally, and cmpetitrs infrmatin will be cnsidered t understand the threats and pprtunities t the business mdel; and input shall be prepared by Nn-Executive Directrs n request. 11. The fllwing generic items shall be submitted t the Bard at every quarterly meeting: CEO s review; amendments t declaratins f interest in cntracts, if any; majr sharehlders mvements; CFO grup financial perfrmance review; Page 14 f 16

15 Bard f Directrs Bard Charter the cnslidated MiX risks prfile reprt, escalated t the Bard; and Bard sub-cmmittee reprting n material issues. The fllwing business shall be discussed in the respective quarters: Meeting May Q4/Full year results July Q1 results Octber Q2 results January Q3 results High Level Fcus Review and apprve year-end financial statements and assciated matters, including the press release fr SENS. Review and apprve the annual reprt (r by rund-rbin reslutin). Apprval fr the re-electin f directrs retiring by rtatin. Nminatin f members f the Audit Cmmittee fr electin by sharehlders. Apprval f the Remuneratin Reprt, cntaining the Remuneratin Plicy and Implementatin Reprt, fr inclusin in the Ntice f AGM. Apprval fr the cnvening f MiX s AGM and the Ntice f AGM (r by rund-rbin reslutin). Cnsider the declaratin f a year-end dividend with supprting slvency and liquidity test, and ging cncern status cnfirmatin. Apprval f annual rlling allcatins f share instruments. Annual review f the applicatin f gvernance matters. Perfrmance evaluatin f the Cmpany Secretary. Review the apprpriateness f the Bard Charter and Delegatin f Authrity. Review the Bard and Cmmittees evaluatin results. Apprve the appintment f the Chairpersn and the Lead Independent Directr. Cnfirm whether the Bard has fulfilled its respnsibilities in accrdance with the Bard Charter. Review and apprve quarterly results and assciated matters, including the press release fr SENS. Cnsider the declaratin f a quarterly dividend with supprting slvency and liquidity test, and ging cncern status cnfirmatin. Review the frecasts and cnsider the need fr a market guidance update. Varius plicies as recmmended by Bard Cmmittees tabled fr annual review and apprval. Review and apprve quarterly results and assciated matters, including the press release fr SENS. Cnsider the declaratin f a quarterly dividend with supprting slvency and liquidity test, and ging cncern status cnfirmatin. Review the frecasts and cnsider the need fr a market guidance update. Review MiX s perfrmance against strategy. Varius plicies as recmmended by Bard Cmmittees tabled fr annual review and apprval. Review and apprve quarterly results and assciated matters, including the press release fr SENS. Cnsider the declaratin f a quarterly dividend with supprting slvency and liquidity test, and ging cncern status cnfirmatin. Page 15 f 16

16 Bard f Directrs Bard Charter Meeting March Strategy High Level Fcus Cnsider directrs retiring by rtatin at the AGM and the impact it may have n Bard cmpsitin. Review and apprve the Bard Cmmittees Terms f Reference, and Cmmittee plicies. Review and cnsider perfrmance against strategic bjectives and targets. Cnsider fr apprval, the strategy, three-year business plan and ne-year business plan. Cnsider fr apprval the frecasts and budget fr the next financial year. Apprval f crprate targets fr the Brad-Based Black Ecnmic Empwerment screcard fr the financial year. Page 16 f 16