Board charter

The purpose of the Charter is to regulate how business is to be conducted by the Board in accordance with the principles of good Corporate Governance. The Charter sets out the specific roles and responsibilities to be discharged by the Board collectively, and the individual roles expected as well as the requirements for its composition and meeting procedures.

Audit, governance and risk committee charter

The Committee has an independent role with accountability to both the Board and shareholders. It does not assume the functions of management, which remain the responsibility of the executive directors, officers and other senior executives of the Company.

Internal audit charter

Internal auditing is an independent, objective assurance and consulting activity designed to add value and improve the company’s operations. It helps the company accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of internal financial controls and governance processes.

Nomination committee charter

The Nomination Committee is constituted as a committee of the Board of directors of Metrofile Holdings Limited to ensure the Board is appropriately constituted so as to effectively discharge its duties and responsibilities.

Remuneration committee charter

To assist the Board in the discharge of its duties and responsibilities with regards to the Company’s remuneration policy to reward directors (executive and divisional) fairly for their individual contributions to the Company’s and the Group’s overall performance.

Social, ethics and transformation committee charter

The Committee was established in November 2011 to assist the Board in ensuring that the Metrofile Group is and remains a good and responsible corporate citizen, and to perform the statutory functions required of a Social and Ethics Committee in terms of the Companies Act, 71 of 2008, as amended (“the Companies Act”). The functions of the Committee are to monitor the Company’s activities, specifically with regard to matters relating to human rights, equality, corruption, health, public safety, consumer and labour relations as well as empowerment.