Governance supporting our strategy

Members

Babalwa Ngonyama (Chair)

Linda de Beer

Ben Kruger

• EY recommended for reappointment as auditor, and Derek Engelbrecht as the designated auditor, having satisfied itself of the capacity and independence of this firm and the designated auditor;
• Matters concerning the Company and the Group's accounting policies, financial controls, records and reporting recommended to the Board;
• No material breakdowns in the functioning of the internal financial controls detected during the year under review;
• Effectiveness, competency, capacity and independence of the Internal Audit function, as well as the expertise and experience of the Chief Audit Executive confirmed;
• Application of comprehensive combined assurance model applied to the Group's key risks so as to provide a coordinated approach to all assurance activities and in order to confirm that there were no significant areas of overlap or assurance gaps and the levels of assurance were considered appropriate;
• Strengthened the status of financial, IT and cybersecurity measures and internal controls;
• Status and effectiveness of risk governance in the Group and the adequacy of mitigation plans for material risks was confirmed, recommending this as such to the Board;
• Reviewed the Group's Integrated Report and the sustainability information as disclosed therein to evaluate the integrity of reported information and for consistency with the Annual Financial Statements;
• Satisfied itself of the expertise and experience of the:
  • Deputy Group Chief Executive, who performs the duties of the Company's Financial Director; and
  • Group's finance function and the senior members of management responsible for the Group's finance function, including the Group Finance Officer;
• Confirmed its satisfaction with the appointment of Sean Capazorio (the current Group Finance Officer) as Group Chief Financial Officer, who will perform the duties of the Company's Finance Director, with effect from 1 January 2022;
• Progress was made on the Group's maturity in respect of I&T governance, with the committee considering reports from the Group Digital Technology function and assurance as provided by the Internal Audit function in accordance with the approved Internal Audit plan;
• Mitigation of infrastructure technology security risks and oversight of the mitigation plans introduced to address the risk of material operational and disruptive incidents.

Members

Linda de Beer (Chair)

Kuseni Dlamini

Themba Mkhwanazi

• Ben Kruger elected as Chair of the Social & Ethics Committee, following Sindi Zilwa's announced retirement at the December 2021 annual general meeting;
• Sean Capazorio appointed as an executive director, the Group Chief Financial Officer and the finance director for purposes of the JSE's Listings Requirements, with effect from 1 January 2022, following recruitment, screening and selection process. This follows the announcement made in February 2021 that Gus Attridge would retire as executive director, the Group Deputy Chief Executive and the finance director for purposes of the JSE's Listings Requirements with effect from this date;
• Tenure of Kuseni Dlamini (who reached his nine year tenure in April 2021) extended to 12 years, in terms of the director tenure policy provisions of the Company, subject to annual independence reviews by the Board and his re-election at every annual general meeting for this extended period;
• Establishment of a Group Executive Committee, and confirmation of senior Group executives to be considered as prescribed officers;
• Succession and capacity in the senior team, which included embedding the roles of the three new executives;
• Alignment of our remuneration practices with shareholder expectations and market best practice following engagements with various institutional shareholders regarding concerns raised in respect of the design, implementation and disclosure of aspects of the Group's remuneration policy and incentive schemes;
• Evolution of the Group's remuneration philosophy, policies, practices in order to set fair remuneration levels and pay-for-performance outcomes across the Group, with specific reference to achieving the following material outcomes in the current year:
  • ensuring that the performance targets, award conditions and vesting criteria for short- and long-term incentives in respect of both executive directors and the rest of the Group executives was aligned with Group's remuneration philosophy and best practice; and
  • approving the proposed annual salary increase ranges at an Aspen business level, after considering salary increase benchmarks and CPI levels in the respective countries.
  • considering the disclosure of our remuneration philosophy, polices, practices and a review of how these were implemented in the year under review in the Integrated Report both for accuracy, completeness and transparency, and to openly address the requests and needs raised by shareholders.
• Annual review of the performance of the Group senior executives (including that of the executive directors) against the set Group KPI performance targets and personal KPAs (both financial and non- financial) for the year under review;
• Financial and non-financial performance KPI targets for the Group and personal KPAs of the executive directors set for the forthcoming financial year;
• Benchmarked non-executive directors' fees have been recommended to shareholders for approval;
• An internal board assessment of the performance of the Board, its committees, individual directors and the Company Secretary & Group Executive: Governance & Communications was conducted. The Board confirmed its satisfaction with the composition and performance of the Board, its committees, the Chairman of the Board, individual directors and the Company Secretary. Areas for improvement that were raised as part of the board assessment process mostly related to the need for more formalised strategy setting processes, a focus on the digitalisation of the Group and ongoing efforts to ensure appropriate executive succession planning. Progress in addressing these issues is being monitored by the Committee and the Board.

Members

Sindi Zilwa (Chair)

Reginald Haman

Ben Kruger

• Evaluated, guided and monitored Aspen's response to the COVID-19 pandemic, specifically in relation to ensuring the health, safety and wellbeing of employees who:
  • were required to work at the Group's manufacturing sites to ensure that the supply of critical and essential medication was not interrupted;
  • had to engage HCPs and other stakeholders as essential service workers in the field; and
  • were enabled to work-from-home using digital means of communication and collaboration;
• Considered the Group's response to this pandemic from an SED perspective, ensuring that support was directed to initiatives launched to provide assistance in combatting the disease in its impacts, such as:
  • provision of personal protective equipment, primarily to frontline HCPs;
  • assistance to medical students to ensure continued uninterrupted online learning; and
  • emergency assistance to vulnerable communities.
• Reviewed aspects relating to ESG, sustainability and corporate citizenship to ensure that the matters falling within the Committee's area of responsibility were appropriately and accurately reported upon and that the appropriate internal or external assurance over these matters was obtained where necessary;
• Monitored the development and application of policies, guidelines and practices in line with our social and ethics policies, King IV, employment equity legislation and related regulations, the Carbon Disclosure Project and the FTSE/JSE Responsible Investment Index;
• Initiated an independent ethical culture risk assessment through The Ethics Institute to establish the current ethical culture risk profile for the Group, the results of which indicated an "Advanced" overall ethical culture for the Group;
• Reviewed and approved reporting on our capitals within the ambit of the Committee;
• Reviewed and approved the policies, strategies and structures to manage our social and ethics issues, including the application of our Code of Conduct;
• Considered regulatory developments as well as practice in the fields of social and ethics management;
• Reviewed reports on tip-offs received during the year and how these had been dealt with;
• Monitored whether management had allocated adequate resources to comply with social and ethics policies, codes of best practice and regulatory requirements;
• Monitored health and safety of Aspen products globally;
• Recommended such measures and/or activities which, in the Committee's opinion, may serve to enhance our overall social and ethics objectives, such as an increased focus on diversity, equity and inclusion, and addressing gender-based violence;
• Evaluated and monitored our performance in respect of SED and how we operate in the communities we do business in;
• Reviewed the processes in consulting and communicating with internal and external stakeholders with respect to social and ethical issues;
• Monitored progress against BBBEE targets, the employment equity and skills development plans for our South African businesses, and considered the external verification of our empowerment activities;
• Considered reports and trends in relation to our responsibilities to consumers;
• Reviewed our performance in respect of ESG and sustainability considerations and assessed our performance in respect of social and ethical issues;
• Internal assurance obtained in respect of the Group's ethics management programme.