Length of Service Industry Background International Experience Functional Experience Board Skills and Diversity The Board is diverse in demographics, skills and experience. The Board has members with a broad range of skills that can help create value in the interests of all stakeholders. • Telecommunications • Global • Regional • Information Technology • Logistics • Oil and Gas • Banking • Leadership • Sales and Marketing • Legal and Regulatory • Operations • Merger and Acquisitions • Audit • Corporate Governance, Risk Management and Internal Control • Accounting and Finance • Taxation • Sustainability • Human Resource • Project Management/Engineering • Strategy Development 0 to less than 4 years 3 Directors 50% 4 to less than 7 years 2 Directors 33% 7 to less than 9 years 1 Director 17% Board Roles and Responsibilities The roles of the Chair of the Board and CEO are separated and held by different individuals. Whilst the Chair of the Board provides leadership of the Board, the CEO heads the Management Team for the day-to-day management of the business. The CEO has been delegated certain powers to execute transactions that are guided by the CEO’s charter and in accordance with the authority limits as defined and formalised. The following Board Committees have been established to assist the Board in its oversight function with reference to specific responsibility areas: (i) Audit and Risk Committee (ARC) (ii) Nomination Committee (NC) (iii) Remuneration Committee (RC) The Board Committees review matters within their Terms of Reference (TOR) and make recommendations to the Board for approval, where relevant. The Board is kept apprised of the activities of the BoardCommittees through circulation of minutes of meetings of the Board Committees and update on meeting deliberations and outcomes by the respective chairpersons of the Board Committees at meetings. Overview of the roles of the Board Chair of the Board • Leads and manages the Board’s effectiveness with a keen focus on strategy,governance,risk and compliance; • Leads Board meetings, sets the agenda and promotes a culture of open debate between the Directors; • Regularly engages with the CEO and the Management Team to stay informed on operational matters; and • Ensures effective communication with shareholders. Non-Executive Directors • Contribute to developing Digi’s strategies; and • Scrutiniseandconstructivelychallenge theperformance of Management in the execution of Digi’s strategies. Corporate Governance Overview Statement 99 Integrated Annual Report 2021 Governance Audited Financial Statements Other Information
RkJQdWJsaXNoZXIy ODU0MjU5