Interfront 2023 Annual Report

45 GOVERNANCE PART Board Composition During the greater part of the financial year under review the composition of the Board comprised seven directors, including an independent, non-executive Chairperson, an independent, non- executive member, three non-executive directors and two executive directors. The three non-executive directors who served on the Board were employees of the Shareholder and were considered nominee directors. However, in the discharge of their responsibilities and in determining the course of action that best served the company’s interest, the directors were obligated to exercise bona fide independence and unfettered discretion. In other words, the affairs of Interfront had to be considered in an unbiased and objective manner by the directors. The duty to exercise independent judgement is particularly important for nominee directors. The independent, non-executive Chairperson and the two executive directors have been the longest-serving members of the accounting authority and have completed eleven years in their respective positions at the time of reporting. Principle 29 of the King IV Report provides that a non-executive member of the governing body may continue to serve, in an independent capacity, for longer than nine years if certain conditions are met. These are that after assessment by the governing body concluded every year from year nine, it is found that the member exercised objective judgement and there is no interest, position, association or relationship which, when judged from the perspective of a reasonable and informed third party, is likely to influence them unduly or cause bias in their decision-making. An assessment was conducted and it was found that Mr Mustaq Enus-Brey has no interest, position, association or relationship with Interfront or any of its associates or staff that is likely to influence him unduly or cause bias. Currently, the Interfront Financial Director is also filling the role of Acting Managing Director. The Delegation of Authority was thus amended, allowing the Financial Director to retain her responsibilities and position as Financial Director while ensuring the effective segregation of duties. The roles of the Chairperson and Managing Director are separate. The Board Chairperson is a member of the Remuneration, Social and Ethics Committee, but not a member of the SARS/Interfront Audit and Risk Committee. Mr Erick Smith was appointed as a non-executive director by the Shareholder on 14 June 2022. Regrettably, Mr Van Graan, the independent, non-executive director, tendered his resignation in February 2023 and was replaced by a new independent non- executive director, Mr Gustav Vermaas, in June 2023. In exercising its powers and setting direction, the Board, as the accounting authority, must ensure that company activities are conducted in a manner that minimises any divergence of interests between Interfront and its Shareholder and that Interfront ismanaged in the best interests of its Shareholder and other stakeholders. MR GUSTAV VERMAAS