Corporate governance

Governance

The Group strives to conduct all business activities responsibly, efficiently, transparently, and with integrity while maintaining respect for all stakeholders.

Salvador Anglada

Salvador Anglada

Chief Executive Officer

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Mariusz Dabrowski

Mariusz Dabrowski

Chief Financial Officer

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Yannis Benlachtar

Yannis Benlachtar

Chief Revenue Officer

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Uchenna Agbo

Uchenna Agbo

Chief Commercial Officer

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Antoine Chatzistamatiou

Antoine Chatzistamatiou

Chief Technology & Innovation Officer

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Stelios Lelis

Stelios Lelis

Chief Data & Risk Officer

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Faysal Al Merabi

Faysal Al Merabi

Chief Business Development Officer

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Blanca Alonso

Blanca Alonso

Chief Strategy Officer

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James Rutherfoord

James Rutherfoord

Chief Operations Officer

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Anne-Marie Headley

Anne-Marie Headley

Chief People Officer

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The Board of Directors comprises of an Independent Chairman, two Executive Directors, four Independent Non-Executive Directors and three Non-Executive Directors.

The Company has adopted the Board Charter which evidences a clear balance of power and authority at Board level to ensure that no one Director has unfettered powers of decision-making.

The independence of each independent Director has been evaluated and the Board has determined that they have demonstrated they are independent in character and judgement and there are no relationships or circumstances that are likely to affect or could appear to affect their independence.

The Executive Directors are responsible for the day-to-day management of the Group, including the development and execution of its strategies, policies, and performance objectives.

The Non-Executive Directors provide oversight, guidance, and constructive supervision to the Executive Directors, helping to ensure decisions are made in the best interests of the Company and its stakeholders.

The Board serves as the focal point and custodian of corporate governance within the Group. It provides strategic direction; approves policy; oversees implementation by Senior Management; and ensures transparency and accountability through appropriate reporting and disclosure practices. The Board Charter outlines the Board’s roles, responsibilities, composition, and procedural guidelines, and is reviewed regularly to support the Board’s effective functioning and alignment with governance best practices.

Michael Jordaan

Michael Jordaan

Independent Chairman

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Salvador Anglada

Salvador Anglada

Group Chief Executive Officer and Executive Director

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Mariusz Dabrowski

Mariusz Dabrowski

Chief Financial Officer and Executive Director

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Bassim Haidar

Bassim Haidar

Non-Executive Director

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Roger Grobler

Roger Grobler

Non-Executive Director

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Michael Jensen

Michael Jensen

Non-Executive Director

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Lytania Johnson

Lytania Johnson

Non-Executive Director

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Ronan Dunne

Ronan Dunne

Chair of audit committee

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Lezanne Human

Lezanne Human

Independent Non-Executive Director

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Olusegun (Segun) Ogunsanya

Olusegun (Segun) Ogunsanya

Independent Non-Executive Director

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Board committees

The Board has constituted three board committees.

These board committees comprise of the Audit Committee, the Nomination and Remuneration Committee and the Social and Ethics Committee.

The responsibilities delegated to each committee are formally documented in the terms of reference for that committee, which have been approved by the Board and are reviewed annually.

The chairperson of each board committee reports at each scheduled meeting of the Board in respect of matters within the mandate of each relevant Board Committee.

In accordance with the King Code, the chairpersons of the Nomination and Remuneration Committee, the Audit Committee and the Social and Ethics Committee are Non-Executive Directors.

The current composition of each of the three committees is set out below:

Audit Committee

Ronan Dunne

Chair of audit committee

Lezanne Human

Independent Non-Executive Director

Segun Ogunsanya

Olusegun (Segun) Ogunsanya

Independent Non-Executive Director

The Audit Committee supports the Board and the CFO in assessing the integrity of the Group’s financial reporting and by providing constructive engagement and oversight of the Group’s activities and of its combined assurance function, including that of internal and external audit.

The Audit Committee further oversees the effectiveness of the Group’s external and internal assurance functions and services that contribute to ensuring the integrity of the Group’s financial and integrated reporting.

In addition, the Audit Committee assesses the independence and effectiveness of the external auditor and manages the relationship with the external auditor.

The Audit Committee will meet at least four times in a year but ad hoc meetings can be held to consider special business, as required.

Nomination and Remuneration Committee

Ronan Dunne

Ronan Dunne

Independent Non-Executive Director (Committee Chairperson)

Lezanne Human

Independent Non-Executive Director

Roger Grobler

Non-Executive Director

The Nomination and Remuneration Committee is responsible for identifying individuals qualified to be elected as members of the Board and the Board Committees, recommending such individuals to the Board for appointment in terms of the Company Constitution and the Board Diversity Policy, as well as to establish procedures to ensure that the selection of individuals for such recommendation is transparent.

The Nomination and Remuneration Committee will establish formal and transparent procedures for the appointment of Directors of the Company.

According to the terms of reference, the Nomination and Remuneration Committee will meet at least four times in a year.

Members of the Nomination and Remuneration Committee have unrestricted access to information about the Group falling within the committee’s mandate and management of the Group and, where appropriate, may seek the advice of independent professionals on matters within the Nomination and Remuneration Committee’s mandate, at the expense of the Company.

The Nomination and Remuneration Committee also plays an important oversight role in ensuring that the Group’s remuneration policies and practices are aligned with long-term value creation, ethical standards, and sound governance.

The committee is tasked with reviewing and monitoring the integrity, fairness, and transparency of the Group’s remuneration framework to promote and uphold equitable employment practices within the Group.

In fulfilling its mandate, the Nomination and Remuneration Committee adopts a stakeholder-inclusive approach, ensuring that executive and broader employee compensation supports the Group’s strategic objectives and sustainable performance. This includes regular benchmarking against industry standards and global best practice to ensure that remuneration policies remain competitive and effective in attracting, retaining, and motivating talent with the capabilities to deliver on the Group’s long-term strategy.

Social and Ethics Committee

Segun Ogunsanya

Olusegun (Segun) Ogunsanya

Independent Non-Executive Director

Michael Jensen

Non-Executive Director

Roger Grobler

Non-Executive Director

In line with the requirements of the JSE Listings Requirements, the Company has established the Social and Ethics Committee to act as the Company’s social conscience and take into account public and stakeholder interests in the Company’s operations.

This committee has been established pursuant to the JSE Listings Requirements (and, for the avoidance of doubt, not in terms of the South African Companies Act as the Company is incorporated in the BVI and is regulated by the BVI Companies Act, which does not require the Company to constitute a social and ethics committee) and it has an independent role, operating as an overseer and a maker of recommendations regarding social and ethical matters, and in ensuring that the Company is a committed socially responsible corporate citizen.

ESG

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