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It sets a policy stance against excessive board appointments and responsibilities, explains legislative and governance benchmarks referenced to King IV and the Banks Act, and establishes mandate limits for non-executive roles, chairmanship, and executive comparables. It also describes monitoring, reporting, conflict assessment, and director engagement requirements.",{"@graph":63,"@context":118},[64,80,101],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":41,"@type":70,"position":76},"https://docshare.wps.com/template/letters/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/overboarded-directors-policy-version-01-may-2022/281725/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/overboarded-directors-policy-version-01-may-2022/281725.png","ImageObject",442,249,{"name":88,"@type":89},"Fahsai","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/pdf","2026-10-19","2026-09-16",true,{"@type":98,"interactionType":99,"userInteractionCount":79},"InteractionCounter",{"@type":100},"ViewAction",{"@type":102,"mainEntity":103},"FAQPage",[104,110,114],{"name":105,"@type":106,"acceptedAnswer":107},"What is the purpose of the Overboarded directors policy?","Question",{"text":108,"@type":109},"The policy ensures FirstRand and FirstRand Bank directors have sufficient time and capacity to fulfil their board responsibilities, informed by King IV and the Banks Act.","Answer",{"name":111,"@type":106,"acceptedAnswer":112},"What does the policy say about overcommitting directors?",{"text":113,"@type":109},"The board believes directors should not be overcommitted by serving on too many boards or having excessive time demands that could impede their ability to discharge duties.",{"name":115,"@type":106,"acceptedAnswer":116},"How are mandate limits for directors calculated?",{"text":117,"@type":109},"A non-executive directorship counts as one mandate, a non-executive chairmanship counts as two mandates, and an executive director (or comparable role) counts as three mandates, with maximum board counts tied to these definitions.","https://schema.org",{"og:url":78,"og:type":120,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":122,"canonical":78},"index,follow",{"doc_id":124,"site_id":56},281725,1790215347,{"code":4,"msg":5,"data":127},{"doc_id":124,"user_id":128,"nickname":88,"user_avatar":129,"doc_module":9,"category_id":40,"category_name":41,"doc_title":59,"doc_description":61,"doc_content":130,"file_id":131,"file_url":132,"file_type":133,"file_size":134,"view_count":79,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":79,"language":135,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":136,"faqs":137,"seo_title":138,"seo_description":61,"update_tm":139,"read_time":73},549768702563,"https://ap-avatar.wpscdn.com/avatar/8000c4aa63b76e948b?x-image-process=image/resize,m_fixed,w_180,h_180&k=1786536092046926083","OVERBOARDED DIRECTORS POLICY  \nMay 2022  \nDOCUMENT CONTROL  \n\n| Title | Overboarded directors policy |\n| --- | --- |\n| Author | Head: Group Governance, Ethics and Legal |\n| Document version | Version 01 |\n| Version date | May 2022 |\n\nTABLE OF CONTENTS  \n1 PURPOSE .................................................................................................................................................. 2  \n2 POLICY STATEMENT ................................................................................................................................ 2  \n3 POLICY PRINCIPLES ................................................................................................................................ 2  \n4 OVERBOARDING POLICY......................................................................................................................... 2  \n5 MONITORING AND REPORTING .............................................................................................................. 3  \n6 ENGAGEMENT AND FEEDBACK.............................................................................................................. 3  \n1 PURPOSE  \nThe purpose of this policy is to ensure that members of the board of directors of FirstRand Limited (the group or FirstRand) and FirstRand Bank Limited (the bank)– collectively the board – have sufficient time and capacity to fulfil their responsibilities as board members. This requirement is informed by the principles of the King IV Report on Corporate Governance for South Africa 2016 (King IV) as well as the Banks Act, 94 of 1990.  \n2 POLICY STATEMENT  \nThe board believes that:  \n• as board service is becoming increasingly demanding, directors require sufficient time and available capacity to discharge their fiduciary duties and responsibilities to the group; and  \n• directors should therefore not be overcommitted by serving on an excessive number of boards or have excessive responsibilities and demands on their time which could impede their ability to discharge their duties as members of the board.  \n3 POLICY PRINCIPLES  \nLegislative requirements and best practice  \nIn terms of King IV, principle 7 , paragraph 18: “a candidate for election as a non-executive member of the governing body should be requested to provide the governing body with details of professional commitmentsand a statement that confirms that the candidate has sufficient time available to fulfil the responsibilities as member of the governing body”.  \nThe UK Corporate Governance Code stipulates as best practice that additional external appointments should not be undertaken without prior the approval of the chairman, considering the requirements of the board and the capacity of the individual director.  \nVarious proxy advisory firms and institutional investors have adopted guidelines addressing the issue of overboarded directors, and internationally many companies are adopting principles to address overboarding in their corporate governance frameworks to ensure that directors are able to discharge their fiduciary duties and responsibilities to the companies on whose boards they serve.  \n4 OVERBOARDING POLICY  \nNon-executive directors may hold four (4) mandates on publicly listed companies. For the purposes of calculating this limit:  \n• a non-executive directorship counts as one mandate;  \n• a non-executive chairmanship counts as two mandates; and  \n• a position as executive director (or a comparable role) is counted as three mandates.  \nThe following will be the maximum number of public company boards a director may serve on before she or he is considered to be overboarded:  \n\n| Maximum number of public company boards |  |  |\n| --- | --- | --- |\n| Non-executive director is a CEO of a company (outside group) | Non-executive director is an executive officer of another company (outside group) | Non-executive and independent Non-executive director |\n| 1 listed board | 1 listed board | 4 listed boards |\n\n5 MONITORING AND RE","cbCaioKyXpci9UtN","https://ap.wps.com/l/cbCaioKyXpci9UtN","pdf",128864,"English","# Purpose\n## Policy Statement\n## Policy Principles\n## Overboarding Policy\n## Monitoring and Reporting\n## Engagement and Feedback","[{\"question\":\"What is the purpose of the Overboarded directors policy?\",\"answer\":\"The policy ensures FirstRand and FirstRand Bank directors have sufficient time and capacity to fulfil their board responsibilities, informed by King IV and the Banks Act.\"},{\"question\":\"What does the policy say about overcommitting directors?\",\"answer\":\"The board believes directors should not be overcommitted by serving on too many boards or having excessive time demands that could impede their ability to discharge duties.\"},{\"question\":\"How are mandate limits for directors calculated?\",\"answer\":\"A non-executive directorship counts as one mandate, a non-executive chairmanship counts as two mandates, and an executive director (or comparable role) counts as three mandates, with maximum board counts tied to these definitions.\"}]","Overboarded directors policy - Version 01 - May 2022 | PDF",1789567760]