GOVERNANCE

CORPORATE GOVERNANCE STRUCTURE

The Board of Directors (“the Board”) believes that sound corporate governance structures and processes are crucial to delivering responsible and sustained growth of the Company for the benefit of all stakeholders. The Company has implemented controls to provide reasonable assurance of its compliance with these requirements, insofar as they are applicable.

Transparency, accountability and openness in reporting and disclosure of information, both operational and financial, are internationally accepted to be vital to the practice of good corporate governance. Achieving this objective demonstrates the Group’s public accountability and that it conducts its business within acceptable ethical standards.

BOARD COMPOSITION

The Board operates as a unitary board comprising four executive directors and two independent non-executive directors. The Board Chairperson is also the CEO.

 

INDEPENDENCE

In accordance with the Companies Act No. 71 of 2008 (‘the Act”) and the guidelines of King III, the independence of non-executive directors is evaluated by the Remuneration and Nomination Committee and reviewed by the Board on an annual basis. Similar principles and processes are in place to ensure that no single director may exercise unfettered decision-making powers.

Where the CEO is responsible for the implementation of strategic direction and daily operation of the Company, the Board provides guidance and leadership deliberations, and oversees its efficient operation. The CEO is assisted in his responsibilities by an Executive Committee (“Exco”).

The Board’s decision-making process is improved by the involvement and objective contributions of all non-executive directors. These are experienced high-merit individuals possessing a wide range of industry skills and knowledge. They are not involved in the daily operations of the Company. To date, all non-executive directors have served on the Board for less than 10 years.

ROLE OF THE BOARD

The role of the Board is to establish, review and monitor strategic objectives, the approval of disposals and capital expenditure, and to oversee the Group’s systems of internal control, governance and risk management. The Board meets at least three times per year and more often if and when the need arises.

CONFLICT OF INTEREST

The disclosure to the Board of all and any conflicts of interest or potential conflicts of interest which directors may have in relation to the business of the Company is required. Directors are further required to recuse themselves from discussions or decisions on those matters where conflicts or potential conflicts of interest may exist. The Board may, if deemed appropriate, request a director to recuse himself/herself from the meeting for the duration of the matter under discussion should there be a conflict or potential conflict of interest.

 

RISK MANAGEMENT

The Audit and Risk Committee is responsible for ensuring that the Group’s internal audit function is independent and has the necessary resources, standing and authority within the Group to enable it to discharge its responsibilities effectively. Good progress has been made with the internal audit function.

LEGAL AND LITIGATION

Kevin Titus, one of the executive directors whom is also a qualified attorney, heads up the legal department. The legal department oversees all contractual, statutory, litigious and labour related issues within the Company.

To the best of the Board’s knowledge there is no material pending or threatening legal action that may have a material effect on the Group’s financial and non-financial position.