Corporate governance report
Motus is led by a diverse board of directors, the majority of whom are independent, with extensive industry knowledge and expertise, subscribing to ethical leadership, sustainability, stakeholder inclusivity, and high standards of corporate governance.
The board is supported by a highly experienced professional management team with knowledge of regional and global markets, and a proven track record.
The board is committed to good corporate governance and as the focal point and custodian thereof, it ensures that Motus adheres to the highest standard of accountability, fairness and ethics, which are essential in building and maintaining trust, and delivering value creation. The board is equally aware of the importance of setting the tone at the top. It is against this background that the Companies Act, MOI, the JSE Listings Requirements, and the principles and practices of King IV and internal policies 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.
Our governance framework
Corporate governance is defined by the structures, processes and practices that the board employs to direct and manage the operations of Motus and its subsidiaries. These ensure that authority is exercised, and decisions are taken within an ethical and predictable framework that promotes accountable decision-making. By setting the tone at the top and leading ethically and with integrity, the board ensures that a culture of good corporate governance cascades down throughout the organisation. A high level of accountability, fairness and integrity are applied in the running of the business, supported by transparent reporting to shareholders and stakeholders.
Motus’ overarching approach to corporate governance is guided by the principles of fairness, accountability, responsibility, and transparency, with particular attention being given to the following:
The Group operates in accordance with its Code of Ethics, which sets out the standard of ethical conduct that is expected from employees and directors alike. This includes adherence to honesty, accountability, transparency and sustainability practices.
The leaders of Motus are mindful that entrepreneurial creativity and responsiveness is a strong competitive advantage, and every effort is made to ensure that governance processes enable the business to deliver value to its stakeholders, with the ultimate responsibility for governance resting with the Motus' board and its sub-committees.
Motus is led by a diverse board of directors, with knowledge, expertise, and experience relevant to the strategy and operating context within which the Group operates. The board is comprised of seven non-executive directors and three executive directors.
The board is governed in accordance with the MOI and board charter, which outline duties and responsibilities of the board and set out 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 obligations in society and embraces the need and benefits of having a diverse board membership with differences in backgrounds, skills and experience. To give effect to this obligation, the board has adopted a broad diversity policy, through which gender and race diversity is promoted and measured.
Board appointment and nomination
The nomination and appointment of directors is regulated in terms of the MOI, the Nomination committee's (NomCo) terms of reference and board charter. The MOI determines the minimum and maximum number of directors that can be appointed to the board and the process thereof. Board appointments are confirmed following the interviews of the candidates and recommendations from the NomCo, regard is given to having 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. The board utilises various sources to recruit the required skills on the board, these include but are not limited to the use of independent recruitment agencies and directors' networks.
In terms of the MOI, at each AGM, one-third of the non-executive directors are required to retire from office and, being eligible, can make themselves available for re-election. Directors who were appointed before the AGM are to make themselves available at the next AGM for election by shareholders.
Board evaluation process
The board evaluation was conducted by an experienced external consultant, who interviewed members of the board and the outgoing Company Secretary. All directors consider the board to be functional and have high regard for the Chairman and the CEO. The outcome of the evaluation revealed that the board does not shy away from confronting issues when it is necessary to do so. Directors believe that there are appropriate systems in place to ensure compliance with legal requirements; board packs contain the correct level of information to allow for informed decision making; and they concur that the current number of meetings, coupled with ad hoc meetings as required, is sufficient to allow for review of board matters.
ESG was identified as an important area of future focus and will feature prominently in future SES committee meetings. The board evaluation process also confirmed that the board and executives are aligned on the strategic direction of the Group and the board is supportive of the implementation of the strategy. Directors are of the view that the size of the board is appropriate for the size of the company and that the board is sufficiently diverse, especially in terms of race and gender. Directors believe that Motus has good values and ethics which permeate throughout the organisation, and that the board 'sets the right tone at the top'.
The following changes to the board were effected during the year under review:
|Effective date||Nature of the change|
|15 September 2020||
|10 November 2020||
|31 May 2021||
|Changes subsequent to year-end:|
|1 August 2021||
|1 September 2021||
Board attendance to 30 June 2021
|GW Dempster (Chairman)||5/5||1/1||✓||1 August 2018|
|A Tugendhaft (Deputy Chairman)||5/5||1/1||✗||1 August 2018|
|PJS Crouse1||4/4||1/1||✓||10 November 2020|
|NB Duker1||4/4||1/1||✓||10 November 2020|
|P Langeni1||1/1||–||✓||1 August 2018|
|S Mayet||5/5||1/1||✓||22 November 2018|
|KR Moloko1||3/3||–||✓||22 November 2018|
|MJN Njeke||4/5||1/1||✓||22 November 2018|
|OS Arbee||5/5||1/1||✗||12 October 2017|
|OJ Janse van Rensburg||5/5||1/1||✗||12 October 2017|
|KA Cassel||5/5||1/1||✗||1 July 2019|
Board and committees' meetings are scheduled annually and in advance. A special board meeting was held in the period under review, to consider and resolve urgent matters.
Separation of roles and responsibilities
The business and affairs of the Group are managed under the direction of the board, which derives its authority from the Companies Act, MOI and board charter. The board is chaired by an independent non-executive director whose role is clearly defined in the board charter and MOI, and is separate from that of the CEO. The Chairman presides over meetings of the board and is responsible for ensuring the integrity and effectiveness of the board governance processes. The Chairman provides overall leadership to the board without limiting the principle of collective responsibility for board decisions.
The responsibility for the day-to-day executive management of Motus is the responsibility of the CEO, who reports and is accountable to the board on the Group's objectives and strategy. Board committees are generally constituted with powers of recommendation unless specified in a board resolution, board charter, or legislation.
Delegation of authority
The board has adopted and regularly reviews, a written policy that governs delegation of authority to management and matters reserved for decision by the board as well as those reserved for shareholders' authority.
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.
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.
The board considered the competence, qualifications, and experience of the Company Secretary and confirmed that the Company Secretary is adequately qualified and experienced to discharge his responsibilities. 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.
Ms. JK Jefferies held the position of Company Secretary for the Group until her resignation, effective 28 February 2021. The Group appointed Mr. NE Simelane as Company Secretary and Head of Legal Counsel effective 1 April 2021.
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 in place and adhered to.
The Group operates in terms of a board-approved Code of Ethics, which sets out the standard of ethical conduct that is expected from employees and directors alike. The board is committed to adhering to ethical conduct and good corporate governance in discharging its duties and responsibilities. The Code of Ethics also guides the interaction between employees, clients, stakeholders, suppliers, and the communities within which Motus operates.
Employees and stakeholders are encouraged to report any suspected contravention of the policies and/or law through an independently operated anonymous tip-offline. The responsibility for the implementation of the Code of Ethics and for reporting any material breaches to the SES committee lies with management. The content and principles embodied in the Code of Ethics are also integrated into employee training.
All senior management and operational directors are required to formally confirm compliance with the Code of Ethics and conflict of interest policy and practice.
The Group is committed to compliance with all the applicable laws and regulations in the geographies in which we operate, 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 ARC as well as other committees where relevant, to focus on laws and regulations that are relevant to Motus. The day-to-day responsibility for compliance is delegated by the board to management. Motus is committed to complying with the relevant laws where it operates, its MOI, and its policies.
Responsible corporate citizenship
The board oversees the governance and activities of the Group to ensure that Motus continues to be a responsible corporate citizen as outlined in the Companies Act and SES committee's terms of reference.
The SES committee oversees the strategy and monitors the implementation of the Group's impact on the environment, its ongoing corporate social investment, and overall good corporate citizenship. In addition, the SES committee will also focus its attention on the implementation of ESG considerations.
Motus has developed strong relationships with its shareholders and key stakeholders, such as debt providers, industry bodies, government, trade unions, and social partners. When engaging with stakeholders and communities, Motus is aware of its responsibility as a responsible corporate citizen. It is against this background that management carefully considers the utilisation of energy, water, and other environmental resources to ensure an effective contribution is made to sustain the environment for the future.
The Group's philosophy is to build and deepen long-term relationships with partners and programmes that align to the three pillars the Group has identified for social upliftment and empowerment within underserved communities in South Africa; being: education, road safety and primary healthcare. The Group therefore, has the following key partners and programmes that they support:
- Imperial and Motus Community Trust – supporting a partner school network to improve literacy and reading skills. During the year, the Imperial and Motus Community Trust achieved a milestone of establishing 50 libraries but could not host a befitting celebration due to COVID-19 restrictions.
- Motus Safe Scholar programme – reaching 1,8 million learners the Safe Scholar programme teaches road safety at schools.
- Unjani Clinics – supporting 94 clinics that support a sustainable model for primary healthcare in disadvantaged communities, the project also aims to empower black women professional nurses and create permanent jobs.
During the COVID-19 crisis and recent social unrest in South Africa, Motus worked closely with NGOs and business associations providing monetary and vehicle donations and assistance.
Key stakeholders are identified by management and the board. Management pursues appropriate engagements with material stakeholders to align their legitimate and reasonable needs, interests, and expectations with those of the Group. The board encourages proactive engagement with stakeholders.
Motus representatives hold formal positions within relevant industry bodies to ensure active participation on national matters of interest and, where applicable, legislative changes. Participation is also ensured at multiple discussion and participation forums to ensure that Motus views are considered and incorporated in industry feedback.
The AGM provides an opportunity for the board to interact with shareholders of the company and for shareholders to ask questions and vote on resolutions. Minutes of the AGM are available for inspection at the Company Secretary's office, subject to the relevant provisions of the Companies Act.
In our commitment to implementing risk management, Motus recognises the relationship as set out in the risk management and the combined assurance frameworks. The combined assurance framework is intended to ensure that Motus employs a co-ordinated effort in the governance and management of risks throughout the organisation and provides comfort on the management of the key significant risks to the relevant stakeholders.
The board, with the assistance of management and the ARC, recognises the key role of integrated risk management in the strategy, performance, and sustainability of the Group.
The process of overseeing risk and ensuring that it is within acceptable parameters is delegated to management, who continuously identify, assess, mitigate and manage risks within the existing or future operating environment and ensure that the appropriate controls are in place to mitigate these risks.
Technology, information and innovation
The board, through the ARC, oversees the governance of IT. Technology and information, as well as ongoing investment in the Group's innovation strategy, are of key importance to the achievement of the Group's strategy and support longer-term value creation.
The Group has board-approved IT governance and information management policies, standards and procedures in place and a consolidated Group IT report, which includes governance, cyber risks and incidents, as well as IT audit issues, is distributed quarterly to the ARC. IT strategy and governance are formulated by Group IT and executed by individual business segments. Group IT oversees the adherence of business segments to Group policies and standards.
The Motus IT strategy is guided by strategic principles that allow our employees to act quickly by empowering them to make strategically consistent choices.
Conflict of interest
Conflict of interest is regulated in accordance with the provisions of the Companies Act and other internal governance instruments. The directors' register of interests is shared with directors on a quarterly basis before every scheduled board meeting to allow directors sufficient time to consider it and confirm its accuracy and/or to amend where necessary. Declaration of interest is a standing item on the board and committees' agenda to ensure that declarations or lack thereof are recorded.
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 dealings in the Group's share incentive schemes. Motus' standard closed periods are from 1 January to the date of the announcement of interim results and 1 July to the date of the announcement of full-year results. 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.
The board has constituted a number of sub-committees, including statutory committees, which operate within formally adopted terms of reference. Each committee has a formal term of reference, 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.
Board sub-committees are generally constituted with powers of recommendation unless specified in a board resolution, board charter, or legislation.
Any member of the board is entitled to attend any committee meeting as an observer and management may attend but are not allowed to vote on any matter considered by the committee to which they are invited.
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 in the period under review.
Social, Ethics and Sustainability committee (SES)
The role of the SES committee is set out in the Companies Act and its terms of reference. In addition, this committee will play a more significant role in shaping the Group's approach to ESG matters. The committee's mandate includes monitoring:
- Socio-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.
- 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.
- Broader commercial and economic dynamics that may impact the sustainability of Motus's businesses, including innovation and disruption and our strategy, the Motus brand and risk management thereof, as well as the appropriateness of investment in technology.
Transformation and ESG matters remain key focus areas and the committee will continue to guide the Group to achieve its goal of increasingly reflecting the diversity of South Africa and meeting its ESG objectives.
The committee comprised three non-executive directors, and three executive directors, with permanent invitees being members of management. It is chaired by an independent non-executive director.
|Chairman: MJN Njeke||4/4||B Francis|
|OJ Janse van Rensburg1||4/4|
During the year, the committee discharged its regular statutory duties through the monitoring of activities relating to the following:
- Companies Act and its regulations.
- King IV.
- Motus' sustainability commitments.
- B-BBEE requirements as described in the dtic 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.
- Occupational health and safety.
- Socio-economic development commitments.
- Motus' Code of Ethics and corporate values.
Audit and Risk committee (ARC)
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, considering the significant risks, the adequacy and functioning of the Group's internal controls and the integrity of its financial reporting. The committee's mandate can be summarised as follows:
|In its role as the audit committee:||In its role as the risk committee:|
The committee comprised four non-executive directors, with permanent invitees being members of management and representatives from the external auditors. It is chaired by an independent non-executive director.
|Chairman: S Mayet||4/4||OS Arbee||OJ Janse van Rensburg|
|Members:||N Bell||R Louw|
|NB Duker1||2/2||K Cassel||U Singh|
|KR Moloko1||3/4||GW Dempster2||K Volschenk|
|MJN Njeke1||4/4||B Francis||External audit representatives|
During the year, the committee discharged its statutory duties to monitor activities relating to the following:
- Safeguarding of assets and investments.
- Ensuring the operationalisation of adequate systems and controls.
- Reviewing of financial information and preparation of audited consolidated and separate 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 and strategy.
Asset and Liability committee (ALCO)
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. Its mandate can be summarised as follows, to:
- Review its terms of reference annually.
- Consider topics as defined by the board from time to time and investigate any activity, which the committee, in its sole discretion, considers falling within its scope.
- Review compliance with legal, statutory and regulatory matters relevant to its duties.
- Oversee the implementation of an effective process for managing the Group's interest rate, liquidity, currency and similar market risks relating to the Group's balance sheet and associate activities, including the adoption from time to time of policies, risk limits and capital levels.
- Ensure the development, implementation and regular review of an appropriate Financial Risk Policy for the Group.
- Provide guidance and recommendations in terms of level of authority for potential investments and acquisitions.
The committee comprised four non-executive directors, with permanent invitees being members of management. It is chaired by the Chairman of the board.
|Chairman: GW Dempster||4/4||OS Arbee|
|PJS Crouse1||2/2||OJ Janse van Rensburg|
|S Mayet||4/4||S Pillay|
|MJN Njeke1||3/4||K Volschenk|
During the year, the committee discharged its duties to monitor activities relating to the following:
- 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.
Nomination committee (NomCo)
NomCo 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. The mandate of the committee can be summarised as follows:
- Follow a formal process for the appointment and re-election of directors, including identification of suitable individuals to serve on the board and assessment of the collective knowledge, skills, experience and diversity required by the board and whether the candidate meets the criteria.
- Oversee the development of a formal induction programme for new directors.
- Oversee the development and implementation of continuing professional development programmes for directors.
- Ensure that directors receive regular briefings on changes in risks, laws and the environment in which the company operates.
- Consider the performance of directors and take appropriate remedial steps where directors are not fulfilling their responsibilities.
The committee comprised four non-executive directors, with permanent invitees being members of management. It is chaired by the Chairman of the board.
|Chairman: GW Dempster||3/3||OS Arbee|
|Members:||OJ Janse van Rensburg|
During the year, the committee discharged its duties to monitor activities relating to the following:
- Identified candidates to fill vacancies on the board, interviewing and recommending appropriately skilled individuals for appointment by the board and shareholders.
- Reviewed formal succession plans for the board, CEO and senior management appointments.
- Newly appointed directors were formally inducted to ensure that they understand the operations of the company and its management.
- Directors, through the ARC, SES committee and during the reports of various committees as well as the strategy session, received regular briefings on changes in risks, laws and the environment in which the company operates.
- Has considered the performance of directors and so far, a need to take appropriate remedial steps where directors are not fulfilling their responsibilities has not arisen yet.
Remuneration committee (RemCo)
RemCo 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.
The committee comprised four non-executive directors, with standing invitees being members of management. It is chaired by a non-executive director.
|Chairman: A Tugendhaft||3/3||OS Arbee|
|Members:||OJ Janse van Rensburg|
During the year, the committee undertook various activities in accordance with its terms of reference and its performance can be summarised as follows:
- RemCo regularly benchmarks the remuneration packages of the non-executive directors, executive directors and senior staff members with the assistance of independent remuneration specialists. The benchmarking exercise performed during the year was in relation to executive directors and prescribed officers' total guaranteed pay, short-term incentives, long-term incentives and key performance criteria, as well as confirming the constituents of the peer group.
- Remco also considered the feedback of shareholders and the benchmarking survey, and approved:
- The general composition of executive remuneration packages.
- The key performance criteria for short-term incentive and long-term incentive awards, including the composition of the peer group.
- Salary increases, short-term incentive and long-term incentive awards made to executive management in accordance with set performance criteria.
- Minimum shares to be held by executive directors and prescribed officers.
- The remuneration of non-executive and executive directors, prescribed officers and business unit leaders.
- After more than 25% of the votes exercised at the AGM were against the remuneration implementation policy, the board Chairman and Chairman of RemCo proactively contacted and engaged with shareholders, through virtual meetings or written correspondence. Although the engagement focused primarily on the implementation of the Group's remuneration policy, broader policy issues were also raised and considered.