Shareholder and board of directors

Eskom is a state-owned company answering to the Minister of Public Enterprises. Its strategic direction is guided by a unitary board (that is, a single board with both executive and non-executive directors). The non-executive directors, including the chairman of the board, and the chief executive are appointed by the shareholder. The finance director is appointed by the board after approval of the candidate by the shareholder. The chairperson and chief executive is not the same person.

Eskom’s board is responsible for the strategic direction of the company and monitoring the company’s progress against the business strategy. The board also drives Eskom’s goal to be a good corporate citizen and is assisted by Eskom’s committees and subsidiaries in this regard. Board members have a diverse profile that includes the sciences, engineering, law, finance, auditing, enterprise risk management, business and accounting skills and expertise. The majority of the board is made up of independent non-executive directors.

The first three-year term of office for non-executive directors expires in July 2014 and will be reviewed at the annual general meeting (AGM). Retiring directors are eligible for reappointment and the appointment of non-executive directors is reviewed annually at the AGM.

Membership of the board at 31 March 2014   Please see www.eskom.co.za/IR2014/07.html for board members’ qualifications, significant directorships and appointment dates

Mr Zola Tsotsi (67)   Mr Collin Matjila (52)   Mr Brian Dames (48)   Ms Tsholofelo Molefe (45)
Mr Zola Tsotsi (67)
Independent non-executive director
Chairperson of the board
  Mr Collin Matjila (52)
Independent non-executive director
Appointed as interim chief executive on 1 April 2014
  Mr Brian Dames (48)
Chief executive
Resigned 31 March 2014
  Ms Tsholofelo Molefe (45)
Finance director
Appointed 14 January 2014
Dr Bernie Fanaroff (66)   Ms Queendy Gungubele (55)   Ms Yasmin Masithela (40)   Dr Boni Mehlomakulu (41)
Dr Bernie Fanaroff (66)
Independent non-executive director
  Ms Queendy Gungubele (55)
Independent non-executive director
  Ms Yasmin Masithela (40)
Independent non-executive director
  Dr Boni Mehlomakulu (41)
Independent non-executive director
Ms Neo Lesela (44)   Ms Bajabulile Luthuli (41)   Ms Chwayita Mabude (44)   Mr Mafika Mkwanazi (60)
Ms Neo Lesela (44)
Independent non-executive director
  Ms Bajabulile Luthuli (41)
Independent non-executive director
  Ms Chwayita Mabude (44)
Independent non-executive director
  Mr Mafika Mkwanazi (60)
Independent non-executive director
Mr Phenyane Sedibe (44)   Ms Lily Zondo (45)        
Mr Phenyane Sedibe (44)
Independent non-executive director
  Ms Lily Zondo (45)
Independent non-executive director

Changes in board composition and company secretary

Mr Brian Dames resigned as chief executive, effective 31 March 2014. Mr Collin Matjila, an independent non-executive director, was appointed interim chief executive effective on 1 April 2014 while the recruitment process for a new chief executive is underway.

Mr Paul O’Flaherty resigned as finance director effective 10 July 2013. Ms Caroline Henry (senior general manager: Treasury) was, in the interim, appointed as acting chief financial officer. On 14 January 2014, Ms Tsholofelo Molefe, formerly the group executive: Group Customer Services, was appointed as the finance director.

Ms Bongiwe Mbomvu resigned as company secretary, effective 31 August 2013. Ms Annamarie van der Merwe was appointed as interim company secretary with effect from 1 September 2013.

Board assessments

An independent evaluation of the performance and effectiveness of the board, individual directors and the company secretary is being undertaken with regard to 2013/14, in line with Eskom practice. The board will consider the improvement opportunities identified in the evaluation report and develop a programme to implement the recommendations, including the enhancement of the director training programme to focus on industry-specific topics, as was the case the previous year with regards to the 2012/13 evaluation.

Director induction and orientation

A comprehensive programme is in place to train and orientate new directors and external committee members on a continual basis.