Corporate Governance


PRINCIPLES OF CORPORATE GOVERNANCE

The Directors of the O&L Group of Companies are committed to maintaining high standards of corporate governance, which they see as fundamental to discharging their stewardship responsibilities. All the Group’s businesses share this commitment and the adoption of and adherence to, sound corporate governance policies have become a business imperative for the Group.

The Board strives to provide the right leadership and a strategic oversight and control environment to produce and sustain value delivery to all its shareholders. The Board continues to instil a culture of openness, accountability and integrity, which is reflected in its commitment to best practices. The Group is proud of its ethical and transparent management of the business, not only in following accepted corporate practices for risk management, but also in providing strong assurance to its shareholders and other stakeholders by living the Group’s ethics.

GOVERNANCE AND COMPLIANCE OVERVIEW

During this review period, the Board has gone to great lengths to further align the Company with the principles and practices contained in the NamCode.

THE O&L BOARD OF DIRECTORS

Sven Thieme, Namibian (48)
Group Executive Chairman
Appointed: April 2002
Joined O&L in 1998, elected as Chairman in 2002; previously a chartered accountant in Luxembourg
Qualifications: CA
Director of various O&L companies within the Group, Chairman of the Werner List Trust
External: President of the NCCI, Chairman of the WCC, Chairman of NBC, Member of the National Planning Commission

Peter Grüttemeyer, Namibian (62)
Chief Executive Officer
Appointed: October 2003
Joined the O&L Group in 2003; previously Partner-in-Charge of Deloitte Namibia
Qualifications: CA
Director of various O&L companies within the Group
External: Chairman of NASRIA, Trustee of the Goreangab Trust

Günther Hanke, Namibian (60)
Group Financial Director
Appointed: November 2004
Joined the Ohlthaver & List Group of Companies in March 2004 as Group Financial Director responsible for formulating and executing strategy as part of the Executive Team. He has held various senior executive positions over the past 25 years. He is also currently the Chairman of Dimension Data Namibia. Director of various O&L companies within the Group.
Qualifications: BCom (Accounting) at University Pretoria with completed articles. He obtained the senior management programme certificate with the University of Stellenbosch Business School. He is a CFA (SA) and has attended various other leadership and business courses

Berthold Mukuahima, Namibian (57)
Group Human Capital Director
Appointed: May 2006
Qualifications: BA; Certificate in IR; MBA
Directorship: Director of Olfitra Trustee: O&L Pension Fund
External Trusteeship Chairman: HealthWorks (formerly, NABCOA); Alternate Trustee, Namibia Business School.
Has accumulated over 25 years’ experience in strategic HR management in the higher education, telecommunications and private sectors.

Gideon ML Shilongo, Namibian (52)
Executive Director
Appointed: July 2014
Qualifications: Advanced Diploma in Business Administration
Professional Membership: MABE, MCIM, FSBP, ACIBM
O&L Group Directorship: Olfitra and O&L Digital
External Directorship: Offshore Development Company (Pty) Ltd, Namibia Competition Commission, Team Namibia, Namibia Trade Forum, Wilderness Safaris Namibia (Pty) Ltd.

Patricia Hoeksema, Namibian (42)
Executive Director (Alt to S Thieme)
Appointed: September 2015
Joined the O&L Group in October 2004 as Corporate Social Investment Manager at Namibia Breweries Limited. Moved to the O&L Centre in July 2013 as Group Corporate Relations Manager. In September 2015 appointed as Alternate to Sven Thieme on the Olfitra Board and the O&L Leisure Board.
Also serves on the board of the Recycle Namibia Forum as Chairperson, and serves on the Board of the Welwitschia School for Integrated Learning
Qualifications: Bachelor of Economics Degree from the University of Namibia (UNAM), (Majored in Economics and Management Science)
Experience: Includes Research and Marketing (1997-1998), Economics and Planning (1999-2004), and Corporate Social Investment and Public Relations (2004-to date).

NON-EXECUTIVE DIRECTORS

Hans-Harald Müseler, Namibian (67)
Appointed to Olfitra Board: 2009 as Alternate Director; full Director from March 2014
Qualifications:CA (NAM), MBA (Stellenbosch), Post-Graduate Diploma: Compliance and Board Governance (UJ)
Directorship: Olfitra Board member and Audit Committee Chair
External directorships: Bidvest Namibia, Sanlam Namibia, Capricorn Asset Management
Trusteeship: Benchmark Retirement Fund Chair.

Ernst Ender, German (70)
Joined the Group in 1975, appointed to the NBL Board in 1983
Qualifications and experience: 2-year post-graduate commercial trainee-ship with AC Toepfer International: over 20 years’ experience relating to marketing, sales and export
Directorships: Non-executive Director of NBL and Olfitra.

Laura McLeod-Katjirua, Namibian (56)
Qualifications: Diploma in Development Studies and Management, Diploma in Basic Education
Joined the O&L Group in 2012
Director of various O&L companies within the Group
External: Regional Governor of Khomas Region, Other directorships: SeaFlower (Fishcor), National Heritage Council of Namibia (NHCN).

Prins Eliakim Shiimi, Namibian (77)
Qualifications: Grade 12, Certificate in Education
Directorship: FNB Foundation 1992 - to date, Rossing Foundation 1997- to date, EPIA Investment 2002 – to date, M& Z (Pty) Ltd 1997 to date, Fountier Property 2013-2015 & Olfitra
Has over 40 years’ experience in Business Leadership and trading enterprises.

Carl-Ludwig List, Namibian (68)
Non-Executive Director, joined the O&L Group in 1980
Qualifications: Banking (1971 Germany)
Directorship: Director of List Trust Company, OLFITRA, NBLIH, NBL and trustee of the

Werner List Trust
UM Stritter (76)
Non-Executive Director, joined the O&L Group in 1971 as legal advisor and assistant to the late chairman Werner List and Director since 1994.
Qualifications: Attorneys admission (University of South Africa)
Experience: Practicing attorney since 1969 and senior partner and sole owner from 1970 to 1976 of Engling Stritter & Partners focusing mainly on commercial law; Management and chairmanship.
Directorships: Non-Executive Director on various O&L companies, vice chairman of the Olfitra board and Trustee of the Werner List Trust
External directorships: Executive Chairman and CEO of Namibia Estate Enterprises (Pty) Ltd and Japonica Investments Nineteen (Pty) Ltd.

Udo Manfred Stritter, Namibian (77)
Joined the O&L Group in 1971 as legal advisor and assistant to the late chairman Werner List and Director since 1994
Qualifications: Attorneys admission (University of South Africa)
Experience: Practicing attorney since 1969 and senior partner and sole owner from 1970 to 1976 of Engling Stritter & Partners focusing mainly on commercial law; Management and chairmanship
Directorship: Non-executive Director on various O&L companies, vice chairman of the Olfitra board and Trustee of the Werner List Trust
External directorship: Executive Chairman and CEO of Namibia Estate
Enterprises (Pty) Ltd and Japonica Investments Nineteen (Pty) Ltd

Reverend Willem Hanse (51)
Non-Executive Director, joined the O&L Group in April 2012 as non-executive director.
Qualifications: Undergraduate from Academy (UNAM), Windhoek, 1988 (Majored in History and Psychology) and Pastoral Training from R. R. Wright Seminary, Johannesburg, 1995
Experience: Includes Compliance, Marketing and Public Relations (1990 to 2003), Special Assistant to the Prime Minister and Speaker (2003 to 2010); also Presiding Elder at various AME churches since 2010)
Directorships: O & L Holdings (Pty) Limited, Olfitra
External directorships: EPIA Investment Holdings (Pty) Limited.

Responsibilities of the Board


The Board’s role is to exercise stewardship of the Group within a framework of prudent and effective controls that enable risks to be assessed and managed. The Board sets the Group’s strategic aims, reviews whether the necessary financial and human resources are in place for it to meet its objectives and monitors management performance. The Board is kept informed about major developments affecting the Group through quarterly Business Performance Reports. The Board also holds at least one strategy session each year, at which high-level strategic matters are debated.

The Board has overall authority for the conduct of the Group’s business. There are also a number of matters that have been specifically reserved for the Board to decide upon, which include the following:

• Approval of financial reporting and controls, such as interim and annual results, the payment of dividends and accounting policies;

• Monitoring the cash and capital resources, as well as the overall liquidity of the Group, and authorising any significant acquisitions,
disposals of core businesses, investments, capital expenditure, or other material projects or transactions;

• Monitoring and managing the relationships between the Group and its regulators;

• Reviewing and implementing effective systems of delegation and internal control, and carrying out an annual review of the effectiveness of such systems;

• Identifying and continually reviewing key risks, as well as their mitigation by management, against a background of economic, environmental and social issues;

• Reviewing and approving of Group strategy and the setting of long-term objectives and/ or changes in strategic direction;

• Monitoring the overall performance of the Group in relation to its objectives, plans and targets, as well as monitoring the implementation of projects and decisions;

• Ensuring that the company has an effective and independent Audit Committee;

• Assuming responsibility for information technology (IT) governance;

• Confirming that the risk-based internal audit function is effective;

• Monitoring how stakeholders’ perceptions affect the Company’s reputation; and

• Verifying the integrity of the Company’s Integrated Annual Report.

The Board is aware that in this reporting period, independent assurance was obtained on the Integrated Report. This assurance included a review on the Governance content but did not specifically include the NamCode. The Board is committed to provide external assurance on the Governance Section, in the context of the NamCode in the next reporting period. In terms of the Sustainability Report, a detailed Assurance Report has been provided.