RMA prides itself on living the principles of sound corporate governance and has implemented numerous structures to ensure that the necessary checks and balance are in place. The Board is the custodian of the Group’s governance framework which is formalised in its charters, policies and operating procedures. These governance processes are regularly reviewed to take into account both the changing regulatory environment and best practice. The Board’s focus on the application of sound corporate governance principles has been unwavering. The governance processes and structures are regularly reviewed to take into account the ever-changing regulatory environment, coupled with best practice.
Board of Directors
RMA’s Board of Directors comprises 17 members, 15 of whom are non-executive directors. Of the non-executive directors, five are independent, including the chairman. The two executive directors include the Chief Executive Officer and Chief Financial Officer.
The Board’s primary role is to provide management with strategic leadership and direction with the right to delegate any of its authority and powers to the Chief Executive Officer, to a committee of the Board or to any other person or entity as may be determined by the Board. In executing its role, the Board adheres to the relevant provisions of the Companies Act 2008, its Memorandum of Incorporation (MOI), corporate governance best practices and principles contained in the King III report and decisions and policies implemented by the Board from time to time.
The Nominations Committee is responsible for ensuring that the Board of Directors comprises persons with the skills and attributes needed by the company. It makes the necessary recommendations to the Board for appointment of suitable persons to the positions of Chief Executive Officer, Chief Financial Officer and Company Secretary.
Audit and Risk Committee
The Audit and Risk Committee is constituted as a statutory committee of the Board in respect of its statutory duties in terms of the Companies Act 2008, applicable insurance legislation, the King III report and all other duties assigned to it by the Board including the oversight and monitoring of the risk function within RMA.
The committee has an independent role and is accountable to both the Board and the shareholders. Committee members who meet the requirements imposed by the Companies Act 2008 and the applicable insurance legislation are appointed by the shareholders on an annual basis at RMA’s Annual General Meeting.
In addition, this committee assists the Board in ensuring that RMA has implemented an effective policy and plan for risk management that enhances its ability to meet its strategic objectives and disclose any risks timeously.
The Audit and Risk Committee has established an IT sub-committee to oversee the IT activities and processes of the company. This sub-committee ensures that sufficient organisational capability exists to enable the business units to perform and deliver the required outputs. It executes the responsibilities and delegated authority of the Audit and Risk Committee for the effective and efficient management of IT resources to facilitate the objectives of good corporate governance.
Social and Ethics Committee
The Social and Ethics Committee performs the functions prescribed in terms of the Companies Act 2008 and any other functions prescribed by the Board. The committee is only required to meet twice a year, however, due to RMA’s commitment to offering caring, compassionate compensation, the committee meets a minimum of four times a year to ensure that this promise is delivered upon.
Human Resources and Remuneration Committee
The role of this committee is primarily to assist the Board in ensuring that:
- RMA has a formal and transparent procedure for developing and implementing a policy on executive remuneration. This includes the fixing of remuneration packages of individual directors and ensuring that RMA remunerates Directors and Executives fairly and responsibly;
- RMA develops and implements a competitive human resource strategy to ensure that it is able to attract, retain and develop the best possible talent to support superior business performance. This includes the creation of an organisational culture, structures and processes that seek to support the development of people and the optimisation of their potential;
- RMA and its stakeholders comply with the Code of Ethics as approved by the Board from time to time; and
- The disclosure of director and executive remuneration is accurate, complete and transparent.
The role of this Committee is to assist the Board in ensuring that shareholder funds are invested appropriately so as to yield acceptable rates of return, and that RMA’s policy of investing responsibly is adhered to at all times.