The governing body ensures that its composition is balanced with respect to the mix of competencies, diversity and independence that enables it to discharge its obligations objectively and effectively.

Exception declaration

All the recommended practices in support of Principle 5 have been implemented.

Specific disclosures

(a) Disclosures in relation to the composition of the governing body:

1. The targets set for gender and race representation in the membership of the governing body and progress made against these targets.
   
   Our Policy on Nomination and Appointment of Directors provides that race, gender, age, culture and expertise (or experience) must be considered in evaluating the diversity of the board. In 2025, we introduced a target of 30% female board representation. This target increases to 35% by 2030. At 31 March 2026 the board had 29% female board representation which increases to 32% following upcoming retirements at our 2026 Annual General Meeting (AGM) on 29 May 2026.
   
   Our board race targets align with the Amended Financial Sector Code (FSC). At 31 March 2026 we exceeded our diversity target for black South African boardmembership (50%) as our board comprises 57% black South African boardmembers. Our board comprises 24% black South African female board members, which is slightly below our target (25%) but this increases to 26% following upcoming retirements at our 2026 AGM.
   
   Our board race diversity targets (and progress towards these targets) at 31 March 2026 are set out below.
   
   

   Category	Target	Status at 31 March 2026	Status at close of 2026 AGM
   Voting rights of black South African boardmembers (%)	50%	57% (Achieved)	58% (Achieved)
   Voting rights of black South African female boardmembers (%)	25%	24% (Not achieved)	26% (Achieved)
   Black South African executive boardmembers (% of all executive boardmembers)	50%	33.33% (Not achieved)	33.33% (Not achieved)
   Black South African female executive boardmembers (% of all executive boardmembers)	25%	0% (Not achieved)	0% (Not achieved)
   Black South African independent directors*	40%	56% (Achieved)	56% (Achieved)

   
   *The Amended FSC does not have a specific target for black independent director membership. Nonetheless, the board has a target requiring that 40% of all independent directors be black South Africans.
   
   For more information on our diversity targets and demographics, please refer to the 'Governance Review' chapter of our 2025 Governance Report.
   
   
   
2. The categorisation of each governing body member as executive, non-executive or independent non-executive. Should the governing body have concluded that a member is independent despite the presence of one or more factors indicating otherwise, the rationale for its conclusion should be provided.
   
   At 31 March 2026, the board comprised 86% non-executive directors (of which 76% are independent directors). The remaining 14% of our board is made up of 3 executive directors (Chief Executive, Chief Financial Officer and Chief Operating Officer), which ensures that our board has more than 1 link to management.
   
   For more information on board composition and independence classification, please refer to the 'Governance Review' chapter of our 2025 Governance Report.
   
   


3. The qualifications and experience of each governing body member.
   
   The skills and experience of our boardmembers is disclosed in the Governance Review chapter of our 2025 Governance Report. The qualifications of each boardmember is disclosed on our website at this link: Our board and leadership.
   
   
   
4. Each governing body member's period of service on the governing body.
   
   The period of service of each boardmember is disclosed in the 'Governance Review' chapter of our 2025 Governance Report.
   
   
   
5. The age of each governing body member.
   
   The age each boardmember is disclosed in the 'Governance Review' chapter of our 2025 Governance Report.
   
   
   
6. Other governing body and professional positions held by each governing body member.
   
   Other significant board and professional positions held by each boardmember is disclosed in the 'Governance Review' chapter of our 2025 Governance Report.
   
   
   
7. The reasons why any members of the governing body have resigned, retired or been removed.
   
   No boardmembers resigned, retired or were removed in 2025. Errol Kruger (independent director) sadly passed away on 26 April 2025.
   
   
   
8. Whether the governing body is satisfied that its composition reflects the appropriate mix of competencies, diversity and independence for it to fulfil its obligations objectively and effectively.
   
   The board is satisfied that its composition reflects the appropriate mix of competencies, diversity and independence for it to fulfil its obligations objectively and effectively. Group DAC annually reviews the board's composition and assesses the categories of expertise and experience that should be reflected on the board; the balance between executive, non-executive and independent directors; and the promotion of diversity on the board.
   

(b) Disclosures in relation to the nomination and continual development of members of the governing body:

1. Whether the governing body is satisfied with the process and outcomes of its nomination of suitable candidates to serve as its members and its support of members' ongoing development.
   
   The board is satisfied with the process and outcomes of its nomination of suitable candidates to serve as its members and its support of members' ongoing development. For more information on the process for nominating boardmembers, please refer to the Policy on Nomination and Appointment of Directors, which is which is available at this link:  Governance.
   
   For more information regarding board training in 2025, please refer to the 'Governance Review' chapter of our 2025 Governance Report.

(c) Disclosures in relation to the chairperson and lead independent member of the governing body:

1. Whether the governing body is satisfied that the chairperson is independent.
   
   The board is satisfied that the board Chairperson is independent.
   
   
   
2. Whether or not an independent non-executive member of the governing body has been appointed as lead independent.
   
   An independent non-executive director serves as the Lead Independent Director (LID). The role of the LID is to lead the board in the absence of the Chairperson, act as intermediary between the Chairperson and other members of the board, if necessary, and chair discussions and decision-making by the board on matters where the Chairperson has a conflict of interest.