Interfront 2023 Annual Report

84 INTERFRONT ANNUAL REPORT 2023 Board of Directors The Board: • Retains full control over the entity, its plans and its strategy. • Acknowledges its responsibilities as to strategy; compliance with internal policies, external laws and regulations; effective risk management and performance measurement; transparency; and effective communication, both internally and externally by the entity. • Is of a unitary structure and comprised during the year: | two non-executive independent directors, of whom one serves as the Chairperson (Mr Van Graan resigned on 24 February 2023 and was replaced in June 2023) | non-executive directors employed by the Shareholder | executive directors. Chairperson and Managing Director The Chairperson is a non-executive and independent director (as defined by the Code). The roles of the Chairperson and the Managing Director are separate, with responsibilities being divided between them in such a manner that neither individual has unfettered powers of discretion. Following the retirement of the Managing Director, the Financial Director assumed the position of Acting Managing Director, a decision fully endorsed by the shareholder and formally approved by the Board. In her capacity as Acting Managing Director, she continues to fulfil her responsibilities as Financial Director. To ensure a seamless and effective performance in both roles, the company made necessary adjustments to the Delegation of Authority, enabling the clear segregation of duties. The Board, with the unwavering support of the Shareholder, is actively engaged in the search for a new Managing Director and the process is expected to be concluded within the current financial year. Remuneration The remuneration of the Acting Managing Director/Financial Director and the Director of Operations, who are the only two executive directors of the entity, was determined by the controlling entity upon appointment, and the Board will determine the increase in their remuneration, within limits. Executive Meetings Non-executive directors have access to all members of management of the entity. Details of the Board members and their meeting attendance are disclosed in  Part C: Governance  of this report.