Does Nedbank really need a board of 19 directors?

From the end of May, following its annual general meeting (AGM), Nedbank Group will comprise 19 directors, including three executives – CEO Jason Quinn, CFO Mike Davis and COO Mfundo Nkuhlu.

But because Hubert Brody and Brian Dames only retire as non-executive directors at the 29 May AGM, and with the appointment of four new non-execs this year – Natasha Davydova, Dixit Joshi, Sanat Rao and Life Healthcare CEO Peter Wharton-Hood – the group currently has an almost impossibly large 21-strong board.

Read:
A tale of two banks and the perils of succession …
Nedbank appoints Life Healthcare CEO to board

Of the 19, and aside from chair Daniel Mminele, 14 are independent, with only Stanley Subramoney being classified as simply a non-executive director.

This is due to Subramoney having served as an independent director for a full nine-year tenure.

In 2025, his tenure was extended for an initial year and the group announced in February that this would be extended by another 12 months from the AGM, saying this will “provide continuity” on the boards and board committees “given the recent appointments”.

Nedbank ended 2025 with 17 directors, following the passing of Errol Kruger (former Registrar of Banks) in April and the appointment of Mary Bomela and Oliver Fortuin in June, Fleetwood Grobler in November and George Njenga in December.

Nedbank board
End 2024
End 2025
29 May 2026

Number of directors
14
17
19

Daniel Mminele

Hubert Brody

Neo Dongwana

May Hermanus

Errol Kruger

Died 26 Apr

Phumzile Langeni

Rob Leith

Linda Makalima

Terence Nombembe

Brian Dames

Stanley Subramoney

Jason Quinn

Mike Davis

Mfundo Nkuhlu

Mary Bomela

From 1 Jun

Oliver Fortuin

From 1 Jun

Fleetwood Grobler

From 1 Nov

George Njenga

From 1 Dec

Natasha Davydova

From 15 Jan

Dixit Joshi

From 15 Jan

Sanat Rao

From 15 Jan

Peter Wharton-Hood

From 3 Mar

It is clearly busy refreshing the board as directors reach or near their (typically) maximum tenure of nine years.

ADVERTISEMENT

CONTINUE READING BELOW

Aside from Brody and Dames who have reached this and will step down, Rob Leith reaches this in October 2026, while Neo Dongwana and Linda Makalima will do so in June 2027.

Leith will have to step down at next year’s AGM and Dongwana and Makalima at the 2028 one. At that point, barring any additional appointments, the board will comprise a more practical number of 16 directors (the effective ‘replacement’ for Subramoney aside).

Neither the biggest nor the most complex bank in SA …

Nedbank is the smallest of the six main commercial banks in SA on most metrics, and after exiting its ETI (Ecobank Transnational Incorporated) stake is undoubtedly the least ‘complex’ of the traditional ‘big four’.

A board with 19 directors is easily higher than what would be considered ‘normal’ (or even ‘apt’).

A big (bloated?) board, albeit a relatively temporary one, means an increase in the fees paid to directors.

In 2025, the bank paid a total of R28.6 million to non-executive directors – a 10.2% increase on the prior year. This was despite the increase in board fees averaging 5.6% for the year.

Read:
Top eight Standard Bank bosses paid R511m in 2025
Nedbank resets Africa strategy as Ecobank sale trims earnings
Absa’s Kenny Fihla gets R98.5m buyout award after joining from rival

ADVERTISEMENT:

CONTINUE READING BELOW

The big driver was fees paid for committee meetings – this jumped 19.4% in 2025 to R13.4 million. At this point, it is almost equal to the board fees paid of R14.7 million (up 11.5%).

These numbers will all rise higher than the ‘average’ increases to be tabled for 2026 given the increased number of members.

‘Base’ board fees for directors were R651 000 last year, with committee fees stretching to as high as (a total of) R2 million per director in some cases.

Excluding new and former directors in 2025, and the chair aside, only one of the nine non-executives – Terence Nombembe – was paid under R1.5 million.

Rob Leith was the highest paid director, with R2.7 million in fees last year. He is a member of seven board committees, of which he chairs two.

He is followed by Subramoney, at R2.6 million, who is on six committees (he also chairs two).

Current lead independent director, Hubert Brody, was paid R2.3 million. He is on four committees, of which he chairs one.

Chair Daniel Mminele was paid R7.4 million in 2025.

ADVERTISEMENT:

CONTINUE READING BELOW

Policy and limits

The group’s policy on the appointment of directors says their nomination “must consider the need to ensure that the board has a wide range of skills, knowledge, diversity, independence and expertise to discharge its governance role and responsibilities objectively and effectively and to ensure the effective functioning of the board committees that form part of the Nedbank Enterprisewide [sic] Risk Management Framework”.

“Appointments shall be made taking into account the necessity of achieving a balance between skills and expertise.”

According to the bank’s memoranda of incorporation, the Nedbank boards (for the Group and the Limited entity) “must consist of a minimum of five directors and a maximum of 25 directors”.

The board has nine committees, of which seven are statutory.

In 2024, the Nedbank Group board met eight times, the Nedbank Limited board six times, and there were a total of 50 committee meetings.

Nedbank’s share price 

#Nedbank #board #directors