MiX Telematics Brasil - São Paulo - SP

The Board is MiX’s focal point and custodian of corporate governance. Board members are expected to act in MiX’s best interest, and the Company Secretary maintains a register of directors’ interests, as required by law. The Board appoints (i) the Chairperson and (ii) the President and Chief Executive Officer. The roles of the Chairperson and President and Chief Executive Officer are distinct. As the current Chairperson is not considered independent from a JSE Listings Requirements perspective as well as from a King IV perspective by virtue of his significant individual shareholding in MiX, a Lead Independent Non-Executive Director has been appointed to provide leadership and advice to the Board, without detracting from the authority of the Chairman, when any actual or perceived conflict of interest may arise. The Board believes that MiX’s current leadership structure of President and Chief Executive Officer and Chairperson being held by two separate individuals is in our best interests and in the best interests of our shareholders. It strikes the appropriate balance between the President and Chief Executive Officer’s responsibility for the strategic direction, day-to-day leadership and performance of MiX as well as the Chairperson of the Board’s responsibility to guide the overall strategic direction of MiX, provide oversight of our corporate governance and guidance to the President and Chief Executive Officer and to set the agenda for and preside over Board meetings. MiX recognizes that different leadership structures may be appropriate for companies in different situations and believe that no one structure is suitable for all companies. Accordingly, the Board will continue to periodically review MiX’s leadership structure and make such changes in the future as it deems appropriate and in our best interests and in the best interests of our shareholders

At least one-third of the Non-Executive Directors retire by rotation each year and stand for re-election at the annual general meeting, in accordance with MiX’s Memorandum of Incorporation. Directors’ appointments during the year are ratified at the annual general meeting. An Executive Committee is in place that is responsible for devising MiX’s strategy for recommendation to the Board and to implement the strategies and policies approved by the Board. The Executive Committee is also responsible for MiX’s day-to-day business and affairs.

There is a clear balance of power and authority at Board level to ensure that no one Director has unfettered powers in decision making. All appointments to the Board are done in a formal, transparent manner and are a matter for the Board as a whole. The Board sets the parameters for the powers that are delegated to the Executive Committee and to management. The Board has developed an approvals framework, which delegates specific powers and delegations of authorities to the Executive Committee and operating management, and the approvals framework is updated at least annually, or when required. The Board is satisfied that the approvals framework contributes to role clarity and the effective exercise of authority. The Board has a succession plan in place for the members of the Board, as well as for the President and Chief Executive Officer, which is reviewed annually and is satisfied that MiX will continue to function effectively if there is ever a need to implement the plan.

Directors are appointed on the basis of skill, experience and their contribution and impact on MiX’s activities. MiX recognizes and embraces the benefits of having a diverse Board, and sees increasing diversity at Board level as an essential element in maintaining a competitive advantage. A truly diverse Board will include and make good use of differences in the skills, regional and industry experience, background, race, gender and other distinctions between Directors. These differences will be considered in determining the optimum composition of the Board and when possible, will be balanced appropriately.

The Board is satisfied that the current composition reflects the appropriate mix of knowledge, skills, experience, diversity and independence and is in accordance with the Board Diversification Policy. The Board decides on the appointment of Directors based on recommendations from the Nominations and Remuneration Committee. The Nominations and Remuneration Committee annually discusses and agrees all measurable objectives for achieving diversity on the Board and recommends them to the Board for adoption. The Nominations and Remuneration Committee will also consider director candidates recommended by shareholders, and such candidates will be considered and evaluated under the same criteria described above. At any given time, the Board may seek to improve one or more aspects of its diversity and measure progress accordingly.

In terms of MiX’s Board Evaluation Policy, the Board evaluates its own performance and that of its committees, its Chairperson and its individual members, to support continued improvement in its performance and effectiveness. A formal evaluation is conducted every second year. A description of the formal evaluations undertaken and an overview of the results and remedial actions taken, if any, are disclosed in the Nominations and Remuneration Committee Report contained in MiX’s Proxy Statement.

Our Board must comply with the independence standards required by the NYSE, the principles of King IV and the JSE Listings Requirements. In addition, committee members are subject to any additional independence requirements that may be required by applicable law, regulation, King IV, the JSE Listings Requirements or NYSE listing standards.

In making its independence recommendations, the Nominations and Remuneration Committee evaluates the various commercial, charitable and employment transactions and relationships known to the Committee that exist between MiX and our subsidiaries and the Directors and the entities with which certain of MiX’s Directors or members of their immediate families are, or have been, affiliated (including those identified through our annual Directors’ questionnaires). Furthermore, the Nominations and Remuneration Committee discusses other relevant facts and circumstances regarding the nature of these transactions and relationships to determine whether other factors, regardless of the independence standards, might compromise a Director’s independence.

The Board operates under a written charter (a link to the charter can be found on this page, under "Important Documents").