Governance
This report sets out the key governance principles adopted by the directors in governing Broadband Infraco. The Board of Directors are drawn from diverse backgrounds and reflect a wide range of business leadership experience and professional skills that are viewed as invaluable to the organisation. The term of office of non-executive directors is a maximum of three years. Retiring directors will be eligible for re-appointment at the Annual General Meeting.
In terms of the Board Charter, directors or external committee members may use teleconference facilities to participate in meetings and they are counted as having attended the meeting. The attendance of members at board meetings is reflected on page 20.
The board endorses the principles of accountability, integrity and transparency underlying the Code of Corporate Practices and Conduct as contained in the King Report on Corporate Governance for South Africa, 2002 (the “King II Report 2002”) and also endorses the principles contained in the Protocol on Corporate Governance for State Owned Enterprises.
Sound corporate governance and processes are being applied by Broadband Infraco on an ongoing basis. They are regularly reviewed and adapted to accommodate internal corporate developments and take into consideration the rapidly changing environment which presents new and complex challenges. The company is accordingly subject to ongoing disclosure, corporate governance and other legislative requirements such as those statutory duties and responsibilities imposed by the Companies Act and augmented by the Public Finance Management Act (PFMA), 1 of 1999.
The board views corporate governance as integral to good performance. Broadband Infraco's systems and processes are regularly reviewed to ensure that compliance is monitored in this regard. The board is responsible for the ongoing direction setting and assessment of the company's activities relating to:
In preparing the annual financial statements, the company has used appropriate accounting policies supported by reasonable and prudent judgements and estimates, and has complied with all applicable standards. The directors are of the opinion that the annual financial statements fairly present the financial position of the company as at 31 March 2010, and the results of its operations and cash flows for the year then ended.
The board has functioned as a collective whole since August 2008 and an independent board evaluation for the period under review was conducted and presented to the shareholders. The Shareholders considered the report at the Annual General Meeting held on 14 July 2009 and were satisfied with the outcome of the board evaluation.