Corporate governance is the exercise of ethical and effective leadership by the board to achieve the governance outcomes of ethical culture, good performance, effective control and legitimacy.

Imperial's approach to corporate governance is underpinned by its integrated governance model that extends beyond compliance. Good corporate governance supports business integrity, ethical behaviour and accountability for decisions that have economic, social and environmental impacts in the short and long term.

Imperial subscribes to and applies the principles of good governance contained in King IV and the board believes that the principles and recommended practices are integrated throughout the group to support the achievement of the King IV governance outcomes.

  • A register of the group's application of the principles of King IV is available here.

Management committees

Operating context and strategy

Imperial's businesses operate in diverse geographies, industries and markets with different socioeconomic, political, regulatory and technological profiles. The complex interplay of opportunities and threats within these environments are closely monitored and addressed with strategies that ensure robust competitive positions.

Formal and informal scanning of the environment is an everyday executive responsibility, and the Imperial board is regularly appraised of developments that could have a bearing on the performance and sustainability of the group. Similarly, executive management responds tactically to everyday shifts in the operating context. The board annually approves the strategies necessary to remain competitive and create sustainable value for stakeholders over the long term.

Governance framework

Authority, responsibility and accountability for the group's ethics, performance and sustainability is held at board level, which the board formally delegates to the CEO and in turn to his direct reports and sequentially throughout the organisation. The diversity of Imperial's operations necessitates differences in the nature, structure and processes of delegation, except financial expenditure for which authority limits are consistent across the group.

The leaders of Imperial are mindful that entrepreneurial creativity and responsiveness is a competitive advantage and every effort is made to integrate governance processes in the least bureaucratic way possible.

Given the non-static nature of governance and the application of best governance practices, the board continually assesses the group's governance practices and procedures and makes adjustments where necessary.

Imperial Holdings board

Ultimate responsibility for governance rests with the Imperial board and its committees, which are constituted with the requisite expertise and experience. The group has a unitary board comprising seven non-executive directors, five of whom are independent, and three executive directors.

The responsibilities of the board are clearly defined in a written charter. The board charter outlines a clear balance of power and authority within the board to ensure that no single director has unfettered powers of decision making. The board has also adopted, and regularly reviews, a written policy governing the authority delegated to group management and matters reserved for decision 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.

Strong governance, enterprise-wide risk management and compliance, underpinned by experienced, independent board of directors – 50% independent non-executive directors

The board's diverse backgrounds ensure a wide range of experience in commerce, finance, law, industry and engineering. The non-executive directors have the necessary skills and experience to make judgements, independent of management, on areas such as strategy, performance, business development, transformation, diversity, ethics and environmental management.
The board adopted a formal board diversity policy in 2017 and set a target to increase the female representation of the board. The board has two female non-executive directors, making up 18% of the board.
Suresh Parbhoo Kana
Suresh Parbhoo Kana (63)


PhD (Hons), BCom (Hons), MCom, CA(SA), CD(SA)

Further information
Ashley (Oshy) Tugendhaft
Ashley (Oshy) Tugendhaft (70)

Deputy chairman


Further information
Roderick John Alwyn Sparks
Roderick John Alwyn Sparks (59)

Lead independent director

BCom (Hons), CA(SA), MBA

Further information

Thembisa Skweyiya
Thembisa Skweyiya (45)

BProc, LLB (Natal), LLM (Harvard), HDip Tax (Wits)

Further information
Peter Cooper
Peter Cooper (62)

BCom (Hons), HDip (Tax), CA(SA)

Further information
Graham Wayne Dempster
Graham Wayne Dempster (63)

BCom, CTA, CA(SA), AMP (Harvard)

Further information

Phumzile Langeni
Phumzile Langeni (44)

BCom (Acc), BCom (Hons), MCom

Further information
Mohammed Valli Moosa
Mohammed Valli Moosa (61)

BSc (Mathematics)

Further information

Mohammed Akoojee
Mohammed Akoojee (39)

Acting group chief executive officer and chief financial officer

BCom Acc (Hons), CA(SA), CFA

Further information
Marius Swanepoel
Marius Swanepoel (57)

CEO: Imperial Logistics

BCom Acc (Hons)

Further information
Osman Suluman Arbee
Osman Suluman Arbee (59)

CEO: Motus

BAcc, CA(SA), HDip Tax

Further information

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 nominations committee. New directors are formally inducted to facilitate their understanding of the group.

Non-executive director tenure
Non-executive director tenure

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 is an independent non-executive chairman, whose 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 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.

Changes to the board in F2018

Messrs Raboijane (Moses) Kgosana and Younaid Waja resigned as independent non-executive directors of the Imperial board and from the various sub-committees and subsidiaries on which they served on 8 September 2017 and 13 October 2017, respectively. Mr MP de Canha retired from the board on 31 January 2018.

Mr MJ Lamberti resigned as group CEO and as a member of the board with effect from 30 April 2018. Mr OS Arbee was appointed as group CEO with effect from 1 May 2018, in addition to his position as CEO of Motus.

Mr Arbee is currently on medical leave and is expected to return to work in January 2019 to continue his role as CEO of Motus. Consequently, Mr M Akoojee was appointed acting group CEO in addition to his role as the CFO until the conclusion of the unbundling. Mr OJ Janse van Rensburg was appointed acting CEO of Motus in addition to his role as Motus CFO during Mr Arbee's absence.

Changes to the board post the proposed unbundling

Messrs SP Kana, MV Moosa and A Tugendhaft will retire at the upcoming annual general meeting (AGM).

The current deputy chairman, Mr A Tugendhaft has served on the board and various committees since 1998. During this time he provided invaluable advice and wisdom to the board and management which saw the group grow from its listing to its present day size. He will join the board of Motus on the unbundling.

Mr Moosa, served with distinction for the past 13 years, since his initial appointment as representative of Lereko Mobility in 2005.

The current chairman, Mr SP Kana, joined the board in 2015 and has indicated that his commitment to Imperial would end upon the culmination of the strategy of the group in unbundling. He provided guidance and important leadership in the period during which the business underwent significant restructuring and management changes.

The board thanks Messrs Kana and Moosa for their contribution to the company and wishes them well in their future endeavours.

Governance in action

During the year the board held eight meetings, including the annual strategy meeting. The key focus areas for F2018 included:

  • Execution of the key strategies approved in previous years.
  • Group restructuring.
  • The proposed unbundling of Motus.
  • Divisional performance against targets.
  • CEO succession.
  • Board performance and review.
  • Reviewed the company secretary and confirmed his competence.
Board committees and attendance
Board meeting attendance
    Board meetings                
    Meetings (including three special meetings) Annual strategy meeting     Independent       Appointment  
Total meetings   7 1                
Chairman and deputy chairman                      
SP Kana (chairman)   7 1     Yes       September 2015, appointed chairman in November 2015  
A Tugendhaft   7 1     No       April 1998  
Lead independent director                      
RJA Sparks   7 1     Yes       August 2006, appointed lead independent director in 2014  
Non-executive directors                      
P Cooper   7 1     Yes       February 2015  
GW Dempster   7 1     Yes       February 2015  
RM Kgosana1   2/2 1     Yes       September 2015  
P Langeni   6 1     Yes       June 2004  
MV Moosa   7 1     No       June 2005  
T Skweyiya   7 1     Yes       November 2009  
Y Waja2   2/2 1     Yes       June 2004  
Executive directors                      
MJ Lamberti3   5/5 1     No       March 2014  
M Akoojee   7 1     No       March 2017  
OS Arbee   7 1     No       July 2007  
MP de Canha4   3/3 1     No       November 2002  
M Swanepoel   7 1     No       November 2009  
1 Resigned from the board on 8 September 2017.
2 Resigned from the board on 13 October 2017.
3 Resigned from the board on 30 April 2018.
4 Retired from the board on 31 January 2018.
Board 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 outline the board sub-committee responsibilities and memberships at the time of publication.

Audit committee                        
    Total meetings       4          

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 group's internal controls and the integrity of financial reporting.

    Chairman Members   RJA Sparks   4     Invitees SP Kana  
      GW Dempster   4       A Tugendhaft  
      T Skweyiya   4       M Akoojee  
      P Lan   4       OS Arbee  
                  G Nzalo  
                  R Mumford  
                  BJ Francis  
                  JG de Beer  
                  OJ Janse van Rensburg  

Risk committee                        
    Total meetings       4          

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

    Chairman Members   P Langeni   4     Invitees JG de Beer  
      M Akoojee   4       OJ Janse van Rensburg  
      OS Arbee   4       BJ Francis  
      SP Kana   4       G Nzalo  
                  F Seedat  

Remuneration committee                        
    Total meetings       3          

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.

    Chairman Members   RJA Sparks   3     Invitees OS Arbee  
      SP Kana   3       M Akoojee  
      P Langeni   3          
      A Tugendhaft   3          

Nomination committee                        
    Total meetings       4          

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

    Chairman Members   SP Kana   4     Invitees OS Arbee  
      P Langeni   3       M Akoojee  
      RJA Sparks   4          
      A Tugendhaft   4          

Social, ethics and sustainability committee                        
    Total meetings       4          

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

    Chairman Members   MV Moosa   4     Invitees OS Arbee  
      T Skweyiya   4       BJ Francis  
      SP Kana   4       R Levin  
      A Tugendhaft   4       MR Sharfuddin  
                  M Swanepoel  

Assets and liabilities committee                        
    Total meetings       4          

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.

    Chairman Members   GW Dempster   4     Invitees R Mumford  
      M Akoojee   4       WF Reitsma  
      OS Arbee   4          
      RJA Sparks   4          
      M Swanepoel              

Investment committee                        
    Total meetings       1          

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

    Chairman Members   P Cooper   1     Invitees G Nakos  
      M Akoojee   1          
      OS Arbee   1          
      GW Dempster   1          
      SP Kana   1          
      RJA Sparks   1          
      M Swanepoel   1          

Divisional boards                        

Exercise oversight of assets and control performance within the bounds of Imperial's board-approved strategies and budgets through two operating divisions, Imperial Logistics and Motus.

  • More information on divisional board membership and governance can be found in the Imperial Logistics and Motus sections respectively.