Corporate Governance

 

Dimension Data has a sincere commitment to its stakeholders, including its employees, clients, vendors and shareholder (NTT), to maintain the highest standards of corporate governance. Dimension Data Holdings plc. is now a wholly owned subsidiary of the NTT Group which is listed on the Tokyo stock exchange and the New York stock exchange (through an ADR or American Depository Receipt).

 

Dimension Data will adopt the Sarbanes Oxley Act of 2002 as its primary code of corporate governance and is working very closely with its shareholder NTT on the transition from the LSE Combined Code 2008 to Sarbanes Oxley.

 

In this section we disclose details of the composition of the Board, Board Committees, and Board Committee terms of reference.

Board Committees

 

The Board is responsible to shareholders for the conduct of the business of the Group and decides on Group strategy. A corporate governance framework, in the form of an authorities matrix, has been approved by the Board and defines the roles and responsibilities of the constituent elements of the Group’s management structure.

 

The Board has established three Board Committees, all of which have had specific responsibilities delegated to them. All Board Committees operate within written terms of reference approved by the Board.

 

In this section we set out the composition, roles and responsibilities of the Board Committees.

 

Executive Committee

The Executive Committee has responsibility for the day-to-day running of the business and the execution of the Group’s strategy. The Committee is chaired by Brett Dawson, and the other executive directors are also members of the Executive Committee, with the exception of Jeremy Ord.

 

Audit Committee:

RM Scott (Chairman)

T Okuno

T Sakurai

JE Newbury

 

The Audit Committee comprises four non-executive directors. The Group’s external and internal auditors attend the meetings and have direct access to the Committee to report the findings of the external and internal audit work, as well as any matters of concern. The Chief Financial Officer attends the meetings at the request of the Committee.

 

The main duties and activities of the Audit Committee relate to Internal Control, Internal Audit, External Audit and Financial Statements.

Board of Directors

 

Dimension Data has five executive and four non-executive directors, who are responsible to shareholders for the conduct of the business of the Group, and decide on Group strategy.

 

The composition of the Board of Directors is as follows:

 

Jeremy John Ord, Executive Chairman (N)

 

Brett William Dawson, Chief Executive Officer

 

Stephen Michael Joubert, Group Executive: Global Solutions

 

Patrick Keith Quarmby, Director: Corporate Finance

 

David Brian Sherriffs, Chief Financial Officer

 

Roderick (Rory) Michael Scott *, Non-executive director (A)

 

Tetsuro Yamaguchi,** Group Executive: Joint Business Development

 

Toshiaki Sakurai**, Non-executive director (A)

 

Tsunehisa Okuno**, Non-executive director (A)

 

John Ernest Newbury, Non-executive director (A)

 

*British

** Japanese

A= Member of the Audit Committee

 

A corporate governance framework in the form of an authorities matrix has been approved by the Board. This framework defines the roles and responsibilities of the constituent elements of the Group’s structure. It enables the Board to plan, execute, control and monitor the Group’s objectives so as to achieve its strategic objectives.

 

The schedule of matters reserved for the Board include:

 

• Approval of the Group’s strategy and annual budget

• Review of Group performance

• Approval of major capital expenditure or disposals, material contracts, material acquisitions and developments

• Maintaining and monitoring the Group’s system of internal control and risk management

• Changes relating to the company’s capital structure and the memorandum and articles of association

• Recommendation of dividends

• Communication with shareholders, including approval of all circulars, prospectuses and major public announcements

• Terms of reference of Board Committees

• Appointment, removal and remuneration of directors and Company Secretary

• Changes to retirement benefit schemes, employee share plans and long term incentive programmes

• Approval of the quarterly financial statements and accounts (including the review of critical accounting policies and accounting judgements, and an assessment of the company’s position and prospects

• The appointment of external auditors.