and corporate governance

The increased scrutiny that comes with direct accountability to equity and debt capital markets, requires Imperial to maintain its credibility as a separately listed company, based on reliable disclosure and guidance on strategic and financial performance and, ultimately, delivering on it.

As per King IV, Imperial leadership demonstrates integrated thinking, through defensible decisions that harmonise the legitimate interests of stakeholders and align to the six capitals model for sustainable value creation, while deepening the company’s reputation as an ethical and responsible corporate citizen that responds adequately to the risks and opportunities in the “triple bottom line” context (social, economic and environmental).

A well-constituted and diverse board, with expertise and experience relevant to strategy and the operating context within which Imperial operates, requires that its independence and oversight of multinational operations be maintained, underpinned by strong governance and control processes that support strategic delivery and corporate reputation, which has been demonstrated over time.

Retention and succession planning for the highly experienced, long-serving management team will be critical, with continuous leadership development aligned to strategy, diversity and culture objectives.

A high standard of excellence in governance and accountability has been instilled within Imperial.

Board succession
and appointment

Directors are appointed based on their skills, experience and expected level of contribution to, and impact on, the activities of the group. The board decides on the appointment of directors based on recommendations from the nomination committee. New directors are formally inducted to facilitate their understanding of the group.

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 non-executive chairman’s role is clearly defined and separate from that of the CEO through the provisions of the board charter.

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 the group’s operations vests with the CEO, Mr Mohammed Akoojee, who reports to the board on the group’s objectives and strategy. The CEO is accountable to the board and consistently strives to achieve the group’s goals within the framework of delegated authority.

While the board may delegate authority to the CEO in terms of the board charter, the separation of responsibilities is designed to ensure that no single person or group can have unrestricted powers and that appropriate balances of power and authority exist on the board.

Board sub-committees

The board has established a number of sub-committees, including statutory committees, all of which operate within written terms of reference.

The performance of each committee is regularly assessed in accordance with their terms of reference. No instances of non-compliance were noted. The following tables below outline the board committee responsibilities and memberships at the time of publication.

Audit committee

Assists the board in its responsibilities, covering the internal and external audit processes for the group, taking into account the significant risks, the adequacy and functioning of the groups internal controls and the integrity of financial reporting.

Risk committee

Sets the group risk culture, framework and strategy and ensure that robust risk management processes are in place

Remuneration committee

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

Social, ethics and sustainability committee

Assists the group in discharging its social, ethics and sustainability responsibilities and implementing practices consistent with good corporate citizenship.

Asset and liabilities committee

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

Investment committee

Responsible for reviewing significant transactions and matters of a strategic nature.

Nomination committee

Provides advice and guidance on succession planning, director appointments and director induction and training.

Divisional boards

Exercise oversight of assets and control performance within the bounds of Imperial’s board-approved strategies and budgets.