Motus has a well-constituted, independent and diverse board, with deep industry knowledge and expertise, that subscribes to ethical leadership, sustainability, stakeholder inclusivity and high standards of corporate governance. The board is supported by a highly experienced management team with knowledge of regional and global markets, and a proven track record with years of collective experience.

Motus has developed strong relationships with its shareholders and key stakeholders, such as debt providers, industry bodies, government and social partners.

The board recognises that effective governance is fundamental to Motus' reputation, building and maintaining trust, and delivering value creation. The JSE Limited Listings Requirements, the Companies Act and the principles and practices of the King Code of Corporate Governance for South Africa (King IV) form the foundation upon which Motus' governance practices are founded.

The board is satisfied with the Group's application of the principles of King IV.

Read our King IV application register.

The accountability, sustainability and performance for the Group's ethics is held at board level, with the board formally delegating it to the CEO, who in turn delegates it to his direct reports. In this way, the board is given the assurance that the Group's ethics are filtered down into the operations, thus becoming part of everyone's day-to-day lives. The diversity of Motus' operations necessitates differences in the nature, structure and processes of delegation, excepting financial expenditure for which authority limits are consistent across the Group.

The leaders of Motus are mindful that entrepreneurial creativity and responsiveness is a strong competitive advantage and every effort is made to integrate governance processes in the least bureaucratic way possible, with the ultimate responsibility for governance resting with the Motus' board and its sub-committees.

Our board

Motus has a well-constituted and diverse board, with expertise and experience relevant to the strategy and operating context within which the Group operates. The board comprises six non-executive directors (five of whom are independent) and three executive directors.

Details of our board members, including a brief CV, can be found in the leadership section.

The responsibilities of the board are clearly defined in a written board charter, which outlines a clear balance of power and authority within the board to ensure that no single director has unfettered powers of decision making.

Motus recognises its obligation to be relevant in society and embraces the benefits of having a diverse board membership with differences in backgrounds, skills and experience. Through the adoption of a formal board diversity policy, gender and race diversity is promoted.

Board appointment and nomination

Board appointments are based on the recommendations from the nominations committee, regard being had to skill, experience, expected level of contribution to, and impact on, the activities of Motus. New directors are formally inducted to facilitate their understanding of the Group.

Board evaluation process

The board conducts a facilitated evaluation of the board, the Chairman, board committees and individual directors at least every three years. The Chairman, assisted by the Company Secretary, conducts the evaluation process. Due to COVID-19, the board evaluation process was not conducted during the year and is now planned for completion during 2021.

Board changes

Ms KA Cassel was appointed to the Motus board as an executive director effective 1 July 2019. There have been no other changes to the board for the year.

Ms P Langeni tendered her resignation as an independent non-executive director and will serve on the board until the annual general meeting on 10 November 2020.

Board attendance to 30 June 2020

	Board   meetings	Annual   board   strategy   and budget   meeting	Independent	Appointment
Total meetings	6*	1
Non-executive directors
GW Dempster (Chairman)	6/6	1/1	Yes	1 August 2018
A Tugendhaft (Deputy Chairman)	6/6	1/1	No	1 August 2018
P Langeni	6/6	0/1#	Yes	1 August 2018
S Mayet	6/6	1/1	Yes	22 November 2018
KR Moloko	6/6	1/1	Yes	22 November 2018
MJN Njeke	6/6	1/1	Yes	22 November 2018
Executive directors
OS Arbee	6/6	1/1		12 October 2017
OJ Janse van Rensburg	6/6	1/1		12 October 2017
KA Cassel	6/6	1/1		1 July 2019

*	Two special board meetings were constituted during the financial year, which focused mainly on the impact of COVID-19 as well as the various actions plans that were taken.
#	Did not attend.

Separation of roles and responsibilities

The Chairman is an independent non-executive director whose role is clearly defined and separate from that of the CEO. The role of the Chairman is to set the ethical tone of the board and to ensure that the board remains efficient, focused, and operates as a unit. The Chairman provides overall leadership to the board without limiting the principle of collective responsibility for board decisions.

The responsibility for the executive management of Motus vests with the CEO, Mr OS Arbee, who reports and is accountable to the board on the Group's objectives and strategy.

Delegation of authority

The board has adopted, and regularly reviews, a written policy governing the authority delegated to management, and matters reserved for decisions by the board.

The responsibilities of the board include issues of strategic direction, business plans and annual budgets, major acquisitions and disposals, changes to the board and other matters that have a material effect on the Group or are required by legislation.

Without abdicating its responsibility, the board has delegated the day-to-day management of the Group to the CEO. The board still ensures that key functions are managed by competent and appropriately qualified individuals who are adequately resourced.

Company Secretary

The Company Secretary during the year was Ms JK Jefferies, who holds BA, BProc, LLM degrees and is an admitted attorney.

The board considered the competence, qualifications, and experience of the Company Secretary in considering her appointment and confirmed that the Company Secretary is adequately qualified and experienced. The board also concluded that there were no direct or indirect relationships between the Company Secretary and any of the board members which could compromise an arm's length transaction with the board.

Directors have unlimited access to the services of the Company Secretary, who is responsible to the board for ensuring that proper corporate governance principles are adhered to.

Ethical conduct

The Group's values reflect a board that is committed to ethical conduct and good corporate governance which subscribes to those generally accepted norms of conduct that find application in society as a whole.

Motus has a written code of ethics that applies to all staff members and directors equally. The code of ethics also guides the interaction between employees, clients, stakeholders, suppliers, and the communities within which it operates.

The responsibility for the implementation of the code of ethics and for the reporting any material breaches to the SES committee lies with management. The content and principles embodied in the code of ethics are also integrated in employee training.

For more detailed information, refer to our sustainable development report – Demonstrate consistently ethical business conduct.

Compliance

The Group is committed to compliance with all the applicable laws and regulations, as well as the adopted non-binding codes and standards. Accordingly, the regulatory universe impacting the Group has been defined, to enable the board, with the assistance of management and the audit and risk committee, to focus on laws and regulations that are relevant to Motus. The day-to-day responsibility for compliance has been delegated by the board to management. Motus complies with the relevant laws of establishment and in conformity with its Memorandum of Incorporation (MOI).

Responsible corporate citizenship

The board oversees the governance and activities of the Group which affects Motus' status as a responsible corporate citizen.

The SES committee approves the strategy and monitors the implementation of the Group's impact on the environment, its ongoing corporate social investment and overall good corporate citizenship.

Stakeholder engagement

When engaging with stakeholders and communities, Motus is committed to improving the material wellbeing of societies in which it operates. Careful consideration is given to the utilisation of energy, water, and other environmental resources to ensure an effective contribution is made to sustain the environment for the future.

Key stakeholders are identified by management and the board. Management pursue appropriate engagements with material stakeholders to balance their legitimate and reasonable needs, interests, and expectations with those of the Group. The board encourages proactive engagement with stakeholders.

Our AGM provides an opportunity for the board to interact with shareholders and for shareholders to ask questions and vote on resolutions. Minutes of the meeting are available from the Company Secretary's office.

Read more in our stakeholder engagement section.

Combined assurance

In our commitment to implementing risk management, Motus recognises the relationship as set out in the risk management framework and the combined assurance framework. The combined assurance framework is intended to ensure that Motus has a co-ordinated effort in the management of risks throughout the organisation and to provide comfort on the management of the key significant risks to the relevant stakeholders.

The board, with the assistance of management and the audit and risk committee, recognises the key role of appropriate group-wide risk management in the strategy, performance, and sustainability of the Group.

The implementation of processes to ensure that risks to the sustainability of the business are identified and managed within acceptable parameters and appropriately delegated to management, who continuously identify, assess, mitigate and manage risks within the existing operating environment. Mitigating controls are in place to address identified risks which are monitored on a continuous basis.

Read more in our risk management section.

Technology, information and innovation

The board, through the audit and risk committee, oversees the governance of IT. Technology and information, as well as ongoing investment in the Group's innovation strategy, have been identified as being of key importance in relation to the achievement of the Group's strategy and support value creation.

Read more about our innovation strategy in our Chief Innovation Officer’s review.

Conflicts of interest

The Group has a formal conflicts of interest policy that guides directors on acting in the best interests of the Group and with due care and diligence in discharging their responsibilities as directors. The policy requires directors to declare and avoid conflicts of interest in accordance with the Companies Act, and to account to the Group for any advantages gained in discharging their duties on behalf of the Group.

Share trading and dealing in securities

No director or employee with inside information about the Group may deal, directly or indirectly, in Motus' securities, which include allocations of and dealings in the Group's share incentive schemes. Motus' closed periods are from 1 January to the interim results' reporting date and 1 July to the full-year results' reporting date. In addition, the Group has adopted a policy that requires directors, executives, the Company Secretary, and directors of major subsidiaries to obtain permission from designated individuals before trading in the Group's securities. No infringements were reported during the year.

Board sub-committees

The board has established a number of sub-committees, including statutory committees, which operate within specific terms of reference. Each committee has a formal charter, approved by the board, detailing its duties and responsibilities, and has a minimum of three members to ensure sufficient capability and capacity to function effectively.

Any member of the board is entitled to attend any committee meeting as an observer and management may attend by standing or ad hoc invitation.

The performance of each committee is regularly assessed in accordance with their terms of reference. No instances of non-compliance were noted.

The following section outlines the board sub-committees, their responsibilities, and memberships at the time of publication of this report.

Social, ethics and sustainability committee

Responsibility

The role of the SES committee encompasses all aspects of sustainability. The committee performs statutory duties, as set out in the Companies Act, for the Group and on behalf of subsidiary companies. In addition to its statutory duties, it assists the Group in discharging its social, ethics and sustainability responsibilities and implementing practices consistent with good corporate citizenship, with particular focus on:

• King IV.
• Motus' sustainability commitments.
• B-BBEE requirements as described in the Department of Trade, Industry and Competition combined generic scorecard (excluding ownership targets) and associated codes of good practice.
• Transformation commitments, as described in the Group's transformation strategy and business segment specific B-BBEE plans.
• Environmental commitments, as described by the Group's environmental policy framework.
• Socioeconomic development commitments.
• Motus' code of ethics and corporate values.

Transformation remains a key focus area and the committee will continue to guide the Group to achieve its goal of increasingly reflecting the diversity of South Africa.

Membership

The committee comprises three non-executive directors, and three executive directors, with standing invitees being members of management. It is chaired by a non-executive director.

Members	Attendance	Invitees
MJN Njeke (Chairman)	4/4	B Francis
A Tugendhaft (member)	4/4	M Seroke
KR Moloko (member)	4/4	B Moroole2
OS Arbee (member)	4/4
OJ Janse van Rensburg (member)	4/4
KA Cassel (member)1	3/3

1	Member from November 2019.
2	Resigned from Motus in December 2019.

Performance

During the year, the committee discharged its regular statutory duties through the monitoring of activities relating to the following:

• Social economic activity, including the Group's standing in terms of the goals and purposes of the 10 United Nations Global Compact principles, the Organisation for Economic Cooperation and Development recommendations regarding corruption, the Employment Equity Act, and the B-BBEE Act. The potential impact of COVID-19 on achievement of the Group's employment equity targets and transformation was dealt with in detail by the committee.
• Good corporate citizenship, including the Group's promotion of equality, prevention of unfair discrimination and corruption, and contribution to the development of the communities in which it operates or within which its products or services are marketed and where it undertakes sponsorship, donations and charitable giving.
• The environment, health and public safety, including the impact of the Group's activities, products and services.
• Consumer relationships, including the Group's advertising, public relations and compliance with consumer protection laws.
• Labour and employment, including the Group's standing in terms of the International Labour Organization Protocol on decent work and working conditions, as well as its employment relationships and contribution towards the training and development of its employees.

For more detailed information, refer to our sustainable development report – How social and environmental priorities are governed.

Audit and risk committee

Responsibility

The board has combined the functions of audit and risk into a single committee to ensure that there is co-ordination in respect of the evaluation and reporting of risks, and the internal and external audit processes for the Group, taking into account the significant risks, the adequacy and functioning of the Group's internal controls and the integrity of its financial reporting. The committee also oversees and manages the Group's combined assurance approach.

The committee performs an advisory and oversight role in respect of non-statutory duties it is assigned by the board and is objective and independent in the recommendations it makes to the board for its approval or final decision.

The committee assists the Group in discharging its responsibilities and implementing robust internal control and risk processes, with particular focus on:

• Safeguarding of assets and investments.
• Ensuring the operationalisation of adequate systems and controls.
• Reviewing of financial information and preparation of annual financial statements.
• Communicating and overseeing the processes, models and frameworks for managing risk across the Group.
• Managing the Group's combined assurance approach.
• Oversight of IT governance.

Membership

The committee comprises three non-executive directors, with standing invitees being members of management. It is chaired by a non-executive director.

Members	Attendance	Invitees
S Mayet (Chairman)	4/4	OS Arbee
MJN Njeke (member)	4/4	OJ Janse van Rensburg
KR Moloko (member)	4/4	B Francis K Cassel R Mumford N Bell

Performance

During the year, the committee discharged its statutory duties to monitor activities relating to the following:

• Recommending to the board the appointment of the external auditors.
• Approving the terms of engagement and remuneration for the external audit engagement.
• Defining and approving the policy for non-audit services provided by the external auditor.
• The preapproval of contracts for non-audit services to be rendered by the external auditor.
• Preparation of a report for inclusion in the annual financial statements describing the activities of the audit committee, whether the audit committee is satisfied that the auditor was independent, and commenting on the financial statements, the accounting practices and the internal financial controls of the company.
• Making submissions to the board on any matter concerning the company's accounting policies, financial controls, records and reporting.
• Appropriately addressing any concerns or complaints whether from within or outside the company, or on its own initiative relating to the accounting practices and internal audit and/or external audit of the company.
• Considering and satisfying itself of the appropriateness of the expertise and experience of the Chief Financial Officer, on an annual basis.
• Assisting the board in overseeing the quality and integrity of Motus' integrated reporting process, including the financial statements, sustainability reporting and announcements in respect of the financial results. The potential impact of COVID-19 on the Group's financial results was dealt with in detail by the committee.
• Performing such other oversight functions as may be determined by the board from time to time.

For more detailed information, refer to audit and risk report in the full annual financial statements, available online.

Asset and liability committee

Responsibility

ALCO is responsible for implementing best practice asset and liability risk management policies. Its primary objective is to manage the liquidity, debt levels, interest rate and foreign exchange rate risk of the Group within an acceptable risk profile:

• Ensure effective management of liquidity risk through appropriate access to sources of funding on a timeous and cost-effective basis.
• Assess the debt profile of the Group and deploy appropriate strategies including interest rate derivatives, to manage interest rate risk.
• Monitor the impact of the risk of a credit rating downgrade of the sovereign rating by rating agencies and mitigate this to the extent possible.
• Ensure the appropriate allocation of capital across the Group and measure returns using WACC and ROIC to adequately fund business activity.
• Foreign exchange management through appropriate forward cover and hedging mechanisms is in place.

Membership

The committee comprises three non-executive directors, with standing invitees being members of management. It is chaired by the Group Chairman.

Members	Attendance	Invitees
GW Dempster (Chairman)	4/4	OS Arbee
S Mayet (member)	4/4	OJ Janse van Rensburg
MJN Njeke (member)	4/4	R Mumford

Performance

During the year, the committee discharged its statutory duties to monitor activities relating to the following:

• Assisting directors in the discharging of their duties relating to best practice for asset and liability risk management.
• Overseeing effective financial risk management policies and procedures, specifically relating to liquidity risk, interest rate management, foreign exchange rates, credit rating risk and capital management.
• Making recommendations to the Group regarding funding strategies based on accessing various sources of funding including the domestic and global bond markets, commercial paper and banking facilities.
• Analysing trends in the domestic and global economy in general, interest rate and exchange rates in particular and advise on their potential impact.
• The potential impact of COVID-19 on the Group's liquidity and funding strategies and arrangements were considered in detail by the committee.

Nominations committee

Responsibility

The nominations committee assists the board with the nomination, election and appointment of directors in accordance with board policies and the succession strategy. The committee is also responsible for executive succession.

Membership

The committee comprises three non-executive directors, with standing invitees being members of management. It is chaired by the Group Chairman.

Members	Attendance	Invitees
GW Dempster (Chairman)	4/4	OS Arbee
A Tugendhaft (member)	4/4	OJ Janse van Rensburg
P Langeni (member)	4/4

Remuneration committee

Responsibility

The remuneration committee advises and guides the board on director remuneration, setting and implementing the remuneration policy, approval of the general composition of remuneration packages, and criteria for executive bonus and incentive rewards and administration of share-based incentive schemes.

Membership

The committee comprises three non-executive directors, with standing invitees being members of management. It is chaired by a non-executive director.

Members	Attendance	Invitees
A Tugendhaft (Chairman)	4/4	OS Arbee
GW Dempster (member)	4/4	OJ Janse van Rensburg
P Langeni (member)	4/4

Full details of the remuneration committee is set out in the remuneration report.