Corporate governance plays a critical role in enabling AfroCentric to create sustainable value over the short, medium and long term while protecting against value erosion. Our governance approach supports effective decision-making, responsible leadership, and oversight of strategy, risks, and opportunities that influence our ability to deliver on our purpose and strategic objectives. Through ethical leadership, robust governance structures, and a culture of accountability, the Board ensures that the Group’s strategy, performance, and prospects are considered in the context of the broader operating environment and the interests of our stakeholders.
Overview of critical corporate governance practices
Periodic review of the Group’s governance framework, including the Group Delegation of Authority Framework
Risk appetite set and monitored
Annual review of Board leadership structure
Combined assurance approach
Annual Board and committee evaluations
Annual review of Board policies including the declaration of interest policy, ethics policy and Group Code of Conduct
MOI includes provisions for the protection of shareholder rights and the equitable treatment of shareholders
Safeguards are in place to monitor transactions between the Company and our significant shareholders
Annual review of the malus and clawback policy to align with prevailing market practices
Succession planning and rotation
Inclusive and balanced stakeholder engagement programme
Risk management through an Enterprise Risk Management (ERM) framework
Annual assessment of the Lead Independent Director
Board-approved policy on gifts and gratuities
No voting rights ceilings
Shareholders’ right to call special meetings
Related-party transactions monitored and transparently disclosed
No supermajority provisions in governing documents
Training for the Board to enhance capabilities on an ongoing basis
Review the Group’s remuneration policy
Evaluate Board members’ interests and independence
Board leadership and governance structure
The Board is the highest governing authority of the Group and is responsible for corporate governance and setting strategic direction. It formulates the Group’s strategy in line with the organisational vision and values and ensures that all business decisions and judgements are made with reasonable care, skill and diligence.
The Board’s leadership and judgement direct the Group to sustainable growth. It acts in the best interests of the business and its stakeholders and is responsible to shareholders for creating and delivering sustainable shareholder value by managing the Group’s businesses. In providing overall strategic direction, the Board ensures that management strikes an appropriate balance between long-term growth and short-term objectives.
As at 31 December 2025, AfroCentric has a unitary Board structure with two Executive Directors, six Non-executive Directors and four Independent Non-executive Directors. Marinda Dippenaar (Non-executive Director) resigned with effect from 6 March 2026. The Board’s members have appropriate industry knowledge, qualifications and sufficient diverse experience to discharge their duties effectively.
The roles of the Chairman and the CEO are separate. The Board is led by a Non-executive Chairman, while the operational management of the Group is the responsibility of the CEO. To strengthen good corporate governance, an Independent Lead Director has been appointed to ensure independence and objective oversight.
The Board Charter defines the Board’s powers and responsibilities and is reviewed annually. The charter aligns substantially with the JSE Listings Requirements, the Companies Act and King IV™, and initiatives are underway to align the Group’s practices with King V™.
Board composition, independence and capability
As at 31 December 2025, AfroCentric’s Board comprises a diverse group of directors whose collective experience and expertise support effective oversight of the Group’s strategy and operations. Diversity criteria include gender, age, ethnicity and geographic background, as well as the skills and qualifications required to guide the organisation.
The Nomination committee reviews directors’ independence in accordance with guidelines from King IV™, the Companies Act and the Board’s constitutional documents. These assessments consider factors such as previous affiliations, financial interests and roles held both inside and outside the organisation to determine whether directors are able to exercise objective judgement.
The Company’s diversity policy is available on the Company’s website
In 2025, the Board found that all Independent Non-executive Directors remained independent in character, conduct and Board contributions. Maintaining this independence is essential to ensuring objective oversight and safeguarding stakeholders’ interests.
The Board possesses a broad and complementary range of expertise that supports the Group’s strategic ambitions. Key areas of experience across the Board include:
This diverse skill set enables the Group to remain agile in a volatile economic environment. The Board views its current mix of expertise as a competitive advantage that strengthens strategic oversight and supports management in delivering sustainable value.
Board of Directors
Non-executive Directors
Chairman
Qualifications: BSc, MBCHB, DCom (HC)
Appointed: 10 June 2010
Expertise: Business development, governance, health, investor relations, leadership and
strategy
Qualifications: MDP, CPA(SA)
Appointed: 10 June 2010
Expertise: Business development, finance, human resources, investor relations and
strategy
Qualifications: MBChB
Appointed: 7 December 2015
Expertise: Business development, health and safety management and human resources
*With effect from 24 February 2026, Dr Nkateko Munisi resigned from his position as a member of the Investment Committee and was appointed as a member of the Remuneration Committee.
Qualifications: MBA, BBusSci (Hons)
Appointed: 20 June 2022
Expertise: Business leadership and strategy
Qualifications: BBusSci (Hons)
Appointed: 15 June 2023
Expertise: Business leadership and strategy
Qualifications: BCompt (Hons), CA(SA)
Appointed: 15 June 2023
Expertise: Business development, investment, mergers, and acquisitions
1 Resigned as a Non-executive Director and member of the Investment committee with effect from 6 March 2026.
Nomination committee
Remuneration committee
Investment committee
Social and Ethics committee
Audit and Risk committeel
Detailed biographies of our Board can be found at www.afrocentric.za.com/about-us/our-leadership/
Independent Non-executive Directors
Executive Directors
Lead Independent Director
Qualifications: BCom, BAcc, BCom (Hons) (InvM), CA(SA)
Appointed: 23 November 2018
Expertise: Accounting, advisory-related services, corporate governance and oversight,
finance, risk management, and investment banking
Qualifications: BBusSci (Actuarial Science, Finance), PDip (Actuarial Science), AMP,
Fellow with the IFOA and ASSA
Appointed: 31 December 2024
Expertise: Leadership, strategy, sustainability, corporate governance, compliance, risk
management, finance, and innovation
Group Chief Executive Officer (CEO)
Qualifications: BCom Risk Management, Senior Management Development Programme, General
Management Programme
Appointed: 1 November 2023
Expertise: Business development, business leadership,
strategy, and stakeholder relationships
Committees: Invitee to committees
Qualifications: BAcc, BCompt (Hons), CA(SA), RA
Appointed: 25 May 2020
Expertise: Accounting, risk management, corporate governance, finance, human resources,
and auditing
Qualifications: BA (Hons), BSocSci, MCom in Leadership, PDip in Training and Performance
Management
Appointed: 1 October 2025
Expertise: Business leadership, human resources, stakeholder relations and
communication, and social impact
Group Chief Financial Officer (CFO)
Qualification: BAccSci, HDipAcc, CA(SA), MBA
Appointed: 1 January 2025*
Expertise: Finance and mergers and acquisitions, accounting, risk management, and
auditing
Committees: Invitee to committees
* Appointed as an Executive Director with effect from 1 January 2025 and took office as CFO with effect from 1 February 2025.
* Appointed as an Executive Director with effect from 1 January 2025 and took office as CFO with effect from 1 February 2025.
Executive committee
The Executive committee ensures that the Board’s strategic objectives and policies are implemented effectively throughout the Group. Detailed biographies of our Executive committee can be found at www.afrocentric.za.com/about-us/our-leadership/
Group CEO
BCom Risk Management (University of South Africa), Senior Management Development Programme (University
of Stellenbosch), General Management Programme (Harvard Business School)
Group CFO
Bachelor of Accounting Science (University of the Witwatersrand), a Higher Diploma in Accounting Science
(University of the Witwatersrand), CA(SA) and an MBA (University of Manchester)
Chief People and Marketing Officer
Bachelor of Education (National University of Lesotho), Certificate in Labour Relations (Global Business
Solutions), Post Graduate Diploma in Labour Relations (Graduate Institute of Management and Technology)
Group Executive: Diversified Investments and Africa
BAcc (University of South Africa), MBA (University of Stellenbosch)
CEO: Medscheme
BCom Accounting and Finance (University of Cape Town), MBA (Bond University)
COO: Medscheme
BCom Business Administration and Management, General (University of Western Cape), Leadership Advance
Programme (University of Cape Town), High Performance Peak Programme (London Business School), CEO
Programme (Said Business School – University of Oxford)
Chief Analytics and Strategy Officer
BCom (Honours) Actuarial Science University of Stellenbosch), MBA Executive Management (University of
Cape Town), Fellow of the Institute and Faculty of Actuaries (UK)
Chief Information Officer (CIO) Health and Corporate
BSc Computer Science (Natal University), MBA (Henley Business School), PGDIP (Honours) Leadership
(Stellenbosch Business School) Agile Leadership Harvard Certification
Chief Risk Officer
MBA (Wits Business School), PGDip Business Administration (Wits Business School), Adv. Dip Acc Sci
(University of South Africa), Cert. Financial Services Auditor (Institute of Internal Auditors SA), BCom
(Walter Sisulu University)
Chief Growth Officer
BA LLB (University of Witwatersrand) and completed an EDP (Executive Development Programme) Gordon’s
Institute of Business School.
He is also an admitted attorney in the High Court of South Africa.
Interim Group Executive: Corporate Solutions
BSc. Eng (Mech) (University of Cape Town), Programme in Financial and Investments (FMIPR) (University of
South Africa), Hons BB&A (University of Stellenbosch), MBA (University of Stellenbosch), MPhil Futures
Studies (University of Stellenbosch)
Executive committee diversity
Board oversight of strategy and value creation
The Board provides ethical and effective leadership by overseeing the Group’s strategy, monitoring performance and ensuring that key decisions support AfroCentric’s ability to create sustainable value over the short, medium and long term while protecting against value erosion. During the year, the Board deliberated on a range of strategic and governance matters aligned with the Group’s refreshed strategy and evolving operating environment.
Through these deliberations, the Board oversaw strategy execution, leadership succession, portfolio optimisation, regulatory developments, ESG integration and financial performance to ensure that the Group remains positioned to deliver on its strategic objectives.
Key Board oversight and decisions
Oversaw execution of the refreshed strategy focused on strengthening the Group’s health offering and driving clinical innovation.
Approved the disposal of AfroCentric Distribution Services group (ADS group) and Wellworx to Sanlam Life, and the proposed sale of the Activo Group to FHC Proprietary Limited.
Strategic rationale/value creation impact
Portfolio optimisation and alignment of the Group’s business portfolio with its long-term strategic priorities.
Strategic objectives supported
Governance lens
More information
Key Board oversight and decisions
Oversaw leadership succession, including the appointment of Thato Moloele as Group CFO and the appointment of Charlotte Mokoena as an Independent Non-executive Director.
Strategic rationale/value creation impact
Strengthens Board independence, diversity and skills to support strategy execution and governance oversight.
Strategic objectives supported
Governance lens
More information
Key Board oversight and decisions
Reviewed key risks, adjusted risk ratings and tolerance levels where required, and linked principal risks to material matters to ensure alignment between risk oversight and strategic priorities.
Creation of a Chief Risk Officer role and oversaw the appointment of a suitable candidate into the role.
Strategic rationale/value creation impact
Ensures proactive risk management and resilience in a complex healthcare environment.
Strategic objectives supported
Governance lens
More information
Key Board oversight and decisions
Approved the disposal of the ADS group and Wellworx to Sanlam Life as part of strengthening collaboration with our core strategic partner.
Strategic rationale/value creation impact
Supports the development of an integrated healthcare value chain and expanded healthcare offering.
Strategic objectives supported
Governance lens
More information
Key Board oversight and decisions
Oversaw the Group’s response to developments relating to the Bonitas administration and managed care RFP process and related legal proceedings.
Strategic rationale/value creation impact
Ensures proactive governance oversight of regulatory and industry developments affecting the Group.
Strategic objectives supported
Governance lens
More information
Key Board oversight and decisions
Monitored ESG integration and transformation progress, including initiatives to sustain the Level 1 B-BBEE status for AfroCentric Health and AfroCentric Investment Corporation Limited.
Strategic rationale/value creation impact
Strengthens stakeholder trust, sustainability and long-term value creation.
Strategic objectives supported
Governance lens
More information
Key Board oversight and decisions
Approved the Annual Financial Statements and Integrated Report, and an updated Delegation of Authority Framework to strengthen accountability and decision-making.
Selected earnings per share and headline earnings per share as key performance metrics for trading statement purposes.
Strategic rationale/value creation impact
Ensures sound financial stewardship and strong governance frameworks.
Strategic objectives supported
Governance lens
More information
Key Board oversight and decisions
Considered enterprise and supplier development and corporate social investment initiatives, including bursary programmes and contributions to health organisations.
Strategic rationale/value creation impact
Supports the Group’s role in strengthening healthcare access and social development.
Strategic objectives supported
Governance lens
More information
Key Board oversight and decisions
Deliberated on the outcome of the Bonitas RFP process within the context of the ongoing legal proceedings. The Board also approved a structured turnaround programme aimed at stabilising the business and repositioning the Group in response to potential changes in scale.
Strategic rationale/value creation impact
Ensures strategic resilience and proactive response to a significant industry development.
Strategic objectives supported
Governance lens
More information
Governance of risk, ethics and responsible business practices
The Board is committed to maintaining high ethical standards across the Group. The Social and Ethics committee oversees the Group’s Code of Ethics, monitors anti-corruption initiatives, and assesses management’s implementation of ESG-related policies and disclosures.
AfroCentric maintains a zero-tolerance approach to unethical conduct. Mechanisms for reporting concerns include a declaration of conflicts of interest process, formal codes of conduct and an independent whistleblowing hotline through which employees and stakeholders can report fraud, corruption or unethical behaviour without fear of reprisal.
The Board also oversees the Group’s compliance environment. The legislative compliance universe is reviewed, monitored and reported to ensure alignment with applicable laws and regulations. During the reporting period, there were no significant ESG-related incidents, regulatory breaches or fines.
Board committees supporting oversight
The Board has established several committees to assist in fulfilling its oversight responsibilities. Each committee operates under a Board-approved charter and reports regularly to the Board.
Key committees include:
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Audit and Risk committee, which provides independent oversight of financial reporting, internal controls, risk management and combined assurance processes as well as information technology governance via the ICT Steering committee, a sub-committee to the Audit and Risk committee
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Investment committee, which evaluates capital allocation decisions and considers investment opportunities, mergers and acquisitions and material transactions
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Nomination committee, which oversees Board composition, succession planning and director appointments
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Remuneration committee, which ensures that executive remuneration supports the Group’s strategic objectives and attracts and retains key talent
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Social and Ethics committee, which monitors responsible corporate citizenship, ethical conduct and ESG performance
Through these committees, the Board strengthens its ability to provide independent oversight and ensure effective governance across the organisation.
Remuneration aligned with performance
The Remuneration committee determines the remuneration philosophy of the Group, including the remuneration of Executive Directors in accordance with AfroCentric’s remuneration policy. Executive remuneration is based on a pay-for-performance principle, whereby remuneration outcomes are linked to the Group’s balanced scorecard and the achievement of strategic objectives.
Non-executive Directors do not hold service contracts, and their remuneration is subject to shareholder approval at the annual general meeting.
As noted in the introduction to this report, certain detailed compliance disclosures have been moved to supplementary publications to maintain a clear and concise focus on value creation within this integrated report. Further detailed governance, remuneration, tax and other shareholder-related disclosures are therefore available in the Governance and remuneration report.