39 INTEGRATED ANNUAL REPORT 2022 GOVERNANCE REPORT NCT’s Board believes that good corporate governance cannot be compromised and is committed to follow best practices and lead with high ethical standards. The NCT Board is comprised of 12 non-executive directors of which one is independent with no direct commercial interests in forestry. Board members are elected at the Annual General Meeting and the Board may further appoint Board members as may be needed. During the reporting period, Philip Day was re-appointed as Chairman and Vernon Schefermann was appointed as the new Vice-chairman. These appointments were made at the Board meeting held after the AGM. The 2021 AGM had to be postponed due to the civil unrest which took place across KwaZulu-Natal in July 2021. The AGM was again held online due to the rise in Covid-19 cases at the time. The Board delegates the executive functions to the General Manager who is responsible for the appointment of a specialist management team. The governance framework is maintained by the Secretary who acts as an advisor to both the Board and the management team. Board members serve on several committees and NCT’s subsidiaries during their respective terms of office. Members of management also serve within this structure to report on performance, propose strategy and execute decisions of the Board. The Mills committee is a new addition to the governance structure. The following committees were in place during the reporting period: Statutory committees Audit and Risk To oversee the audit function and review risk matters Social and Ethics To oversee all matters affecting NCT stakeholders Non-statutory committees Executive To consider market related matters and other executive decisions Marketing To consider marketing matters Mills To oversee the wood chip mills division Tree Farms To oversee NCT tree farming division and management projects Structure To oversee group structure matters
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