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FirstRand Bank [JSE:FSR] is facing the retirement of four of its board members, but has managed to negotiate a reprieve for its chair, the group said on Tuesday.
In a statement issued on the Stock Exchange News Service (SENS), FirstRand said it would be complying with Directive 4/2018 issued by the South African Reserve Bank's Prudential Authority (PA) in October last year.
The directive, which deals with issues of corporate governance, states that any non-executive board member who has served for longer than nine years cannot be considered independent. Its full implementation is effective in April 2020.
The directive impacts four directors plus group chair William Rodger Jardine, who has been on the board for 8 years and 11 months.
The four non-executive board members impacted are Mary Sinah Bomela; who has served on the board for 7 years 9 months; Nolulamo Nobambiswano Gwagwa, who has served on the board for 15 years 4 months; Ethel Gothatamodimo Matenge Sebesho; who has served on the board for 8 years 11 months; and Amanda Tandiwe Nzimande; who has served for 11 years 4 months.
FirstRand said it had undertaken an "engagement process" with the Prudential Authority, after which it had agreed that Sebesho and Gwagwa would retire at the upcoming Annual General Meeting in 2019. Bomela and Nzimande will retire at the AGM in 2020.
Jardine's tenure, however, will now be measured from his date of appointment as chair in April 2018, effectively buying him until 2027. He remains classified as independent.
He was appointed as chair following a "comprehensive engagement process" between FirstRand and the PA, the statement said.
"Following the departure of Laurie Dippenaar and a number of other experienced board members in 2018, it was mutually recognised that the group’s new chairman needed to be a long-standing, well respected and trusted member of the board, with the appropriate business and leadership skills.
"In addition, when Roger was appointed, he was requested by the PA to relinquish all other executive and non-executive positions outside of the group.
"Given all of the above, the PA has exercised its regulatory discretion allowed under the Directive and granted dispensation that Roger’s nine-year tenure will commence from when he was appointed chairman.
"This means that the FirstRand chairman remains classified as independent non-executive."
The dispensation was given on the basis that Jardine will "continue to be subjected to FirstRand's rigorous policies and procedures" on independence, conflict of interest declaration and board evaluations, the statement added.
It also said it believed the retirement of four board members would be manageable.
"The group believes it can appropriately manage the impending retirement of four experienced directors, given the 18-month time frame it is now working towards. The board is being carefully reconfigured to ensure stability and continuity and an appropriate mix of skills and shareholders will be updated in due course."
