Interfront Annual Report 2022

PART C: GOVERNANCE 45 4. INTERFRONT BOARD 4.1 Introduction The Board of Directors is Interfront’s accounting authority. The Interfront Board constitutes a fundamental base for the application of corporate governance principles in Interfront. As a public entity, Interfront is headed and controlled by an effective and efficient Board, comprising the appropriate mix of Executive and Non-Executive Directors representing the necessary skills to guide Interfront strategically. The majority of the members are Non-Executive Directors to ensure independence and objectivity in decision-making. The Interfront Board has absolute responsibility for the performance of Interfront and is fully accountable to Interfront for such performance. The Board also gives strategic direction to Interfront. 4.2 Role of the Board The role of the Board includes, but is not limited to: • Being responsible for the performance of Interfront. • Retaining full and effective control over Interfront. • Ensuring Interfront complies with all applicable laws, regulations and policies. • Formulating, approving, monitoring and reviewing Interfront’s strategy, major plans of action, risk policy, as well as the annual budgets and the Annual Performance Plan. • Ensuring that the performance objectives of the Shareholder are achieved. • Managing potential conflict of interest situations. • Ensuring financial records are maintained and that financial statements are prepared and free of material errors or omissions. • Appraising the performance of the Chairperson. • Maintaining the integrity, responsibility and accountability of Interfront. • Collectively and individually cultivating and exhibiting the characteristics of integrity, competence, responsibility, accountability, fairness and transparency. 4.3 Terms of Reference As recommended by the King Code on Corporate Governance (King IV), the Interfront Board adopted a Terms of Reference, which sets out its responsibility. The terms of reference provide for, inter alia, approval by the Board for the strategic plan, monitoring performance, and monitoring policies and processes to ensure the integrity of Interfront’s risk management and internal controls. The Board is additionally responsible for setting the direction for good corporate citizenship, including compliance with laws, standards, policies and procedures in congruence with Interfront’s purpose, strategy and conduct. The Board Terms of Reference Agreement was reviewed, updated and approved together with the Board Work Plan for the 2022/2023 financial year at its meeting held on 9 June 2022. 4.4 Board Composition As at 31 March 2022, the Interfront Board comprised eight Directors. This includes an independent, Non-Executive Chairperson; one independent, Non-Executive Director; four Non-Executive Directors; and two Executive Directors. The four Non-Executive Directors who served on the Board are employees of the Shareholder and are considered Nominee Directors. However, in the exercise of their powers and in deciding what is in the best interest of the company, the Directors must exercise bona fide independence and unfettered discretion. In other words, the affairs of the company must be considered in an unbiased and objective manner by the Directors. The duty to exercise independent judgement is particularly important for Nominee Directors.