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zz_Redefine Properties Limited - 1999/018591/06 |
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Applied / Partially Applied / Not Applied |
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Principle 1.1: The Board provides effective leadership based on ethical foundation |
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Practice: |
The board sets the values to which the company will adhere to and these are formulated in the company's code of conduct. |
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The Board sets the company's values which are documented in the company's code of business conduct. |
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Practice: |
The board ensures that the board's and management's conduct sets an example in that it aligns to the company values. |
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The Company's values as outlined in the code of business conduct are embedded throughout the organisation and have been endorsed by the board and management. Key performance indicators are similarly aligned with living the values of the company. |
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Practice: |
The board promotes the stakeholder-inclusive approach of governance and takes account of the impact of the company's operations on internal and external stakeholders. |
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The board promotes the stakeholder-inclusive approach of governance and takes account of the impact of the company's operations on internal and external stakeholders. |
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Practice: |
All deliberations, decisions and actions of board are based on fairness, accountability, responsibility, transparency. |
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The board believe that excellent corporate governance is a tool to create and preserve value for the group and its stakeholders and are committed to the values of good corporate governance as contained in King III. The board endorses and accepts the responsibility for achieving the four values underpinning good governance advocated by King III, namely: fairness, responsibility, transparency and accountability.
The board and its committees regularly review our governance structures and processes to ensure that the board exercises effective and ethical leadership, conducts its affairs as a good corporate citizen and takes decisions to ensure sustainability. Redefine is committed to achieving high standards of business integrity and ethics. |
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Practice: |
Directors in performing their stewardship role exercise the following five moral duties: conscience, care, competence, commitment, courage. |
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Directors moral duties are outlines in the Board Charter and the company's code of business conduct which includes the group's values. |
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Principle 1.2: The Board ensures that the company is and is seen to be a responsible corporate citizen |
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Practice: |
The board considers not only financial performance, but also the impact of the company's operations on society and the environment. |
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The board gives adequate consideration to the impact of the company's operations on society and the environment. |
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Practice: |
The board protects, enhances and invests in the wellbeing of the economy, society and the environment. |
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The board pro-actively protects, enhances and invests in the wellbeing of the economy, society and the environment. |
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Practice: |
The board ensures that the company performance and interaction with its stakeholders is guided by the Constitution and the Bill of Rights. |
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The board ensures that the company's performance and its interaction with its stakeholders are guided by the Constitution and the Bill of Rights. |
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Practice: |
Evaluating and managing the risks of doing business in weak governance zones forms an important component of risk management. |
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Evaluating and managing the risks of doing business in weak governance zones form an important part of the company's risk management. |
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Practice: |
The board ensures that collaborative efforts with stakeholders are embarked upon to promote ethical conduct and good corporate citizenship. |
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The company's code of business conduct is currently the primary guideline sufficient in promoting and addressing ethical conduct and good corporate citizenship. The company is currently in the process of adopting a new stakeholder engagement policy which will provide further guidance in this regard. |
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Practice: |
The board ensures that measurable corporate citizenship programmes and policies are developed and implemented. |
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CSI projects are reviewed by the social and ethics committee on a quarterly basis and feedback is provided to the board accordingly. The board reviews and approves CSI policies on an annual basis. |
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Practice: |
The board satisfies itself that the strategy and business plans are not encumbered by risks that have not been thoroughly examined by management. |
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The board satisfies itself that management has thoroughly examined and dealt with all risks affecting strategy and business plans. |
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Principle 1.3: The Board ensures that the company ethics are managed effectively |
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Practice: |
The board ensures that ethical risks and opportunities are incorporated in the risk management process or ethics programme; i.e. and ethics risk and opportunity profile is compiled. |
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The company's risk register will be updated during the forthcoming financial year and will then include ethical risks and opportunities. |
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Practice: |
The board ensures that the company's ethics performance is assessed, monitored, reported and disclosed. |
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A whistleblowing facility is in place and some instances are investigated by the company's internal audit function. A report is presented to the audit and risk committee on a quarterly basis. |
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Practice: |
The board has ensured that a code of conduct and ethics-related policies, through which ethical standards are clearly articulated, have been established and implemented. |
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A code of business conduct and various ethics related policies have been established and implemented across the company. Same clearly set out and articulate the company's ethical standards. |
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Practice: |
The board ensures compliance with the code of conduct is integrated into the strategy and operations of the company; i.e. the ethical organisational culture is reflected in the company's vision and mission; strategies and operations; its decisions and conduct; and the manner in which it treats its internal and external stakeholders. |
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The strategy is aligned to the values of the company and every employee is expected to subscribe to the code of business conduct which requires all to act with honesty and integrity in all dealings with all stakeholders. |
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Principle 2.2: The Board appreciates that the strategy, risk, performance and sustainability are inseparable |
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Practice: |
The board considers sustainability a business opportunity; i.e. long-term sustainability is linked to strategy and guides strategy. |
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Long-term sustainability is considered when strategy is formulated and accordingly guides strategy-setting. |
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Practice: |
The board informs and approves strategy (as opposed to being a passive recipient of strategy as proposed by management). |
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The board meets with management annually to debate and agree on the proposed strategy for the forthcoming financial year and to consider economic and industry related issues facing the company. In addition to this annual strategy session and in an effort to improve strategic dialogue, a mid-term board strategy review process has been proposed in order to review progress made against previously approved strategic initiatives. |
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Practice: |
Board takes steps to ensure that long-term planning will result in sustainable outcomes taking account of people, planet, profit. |
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Redefine’s board of directors is committed to maintaining the corporate governance standards recommended in King III and continues to enhance and align policies, systems and procedures that embed sound corporate governance principles and ethical standards throughout the business. These principles and standards guide directors and management with regards to the delivery of sustainable growth for the benefit of all stakeholders. |
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Practice: |
The board ensures that the strategy is aligned with the purpose of the company, the value drivers of its business and the legitimate interests and expectations of its stakeholders. |
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Redefine's strategy addresses the company's focus areas and value drivers. Same is aligned with the purpose of the company and the interests and expectations of its stakeholders. |
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Practice: |
Strategy is translated into key performance and risk areas (including finance, ethics, compliance and sustainability); and the associated performance and risk measures are identified and clear. |
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Redefine's strategy is translated into key performance and risk areas and the associated performance and risk measures are adequately identified |
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Principle 2.14: The Board and its directors act in the best interests of the company |
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Practice: |
Directors are permitted to take independent advice in connection with their duties at company cost following a board approved procedure. |
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Directors are permitted to take independent advice related to their duties. The company will pay for such advice if the board approved procedure has been followed. No board member felt it necessary to take independent advice during the year. |
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Practice: |
Real or perceived conflicts of interest are disclosed to the board and managed appropriately. |
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Directors are required to disclose their personal financial interests and/or those of their related parties in terms of Section 75(4) of the Companies Act. The company secretary maintains a register of these interests which is tabled to the board annually and any changes are submitted to the board as they occur.
In addition, and if a director has a potential conflict in respect of a matter to be considered at a meeting of the board, the director is obliged to disclose the interest and its general nature, recuse himself/herself from the meeting and not take part in the consideration of the matter. |
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Practice: |
The company has a policy regarding dealing in securities by directors, officers and selected employees. (Only applicable if listed company.) |
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The company has a policy on dealing in securities by directors, officers and selected employees. |
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Practice: |
The board has unrestricted access to all company information, records, documents and property subject to following a board approved process. |
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Principle 2.16: The Board has elected a chairman of the board who is an independent non executive director. The CEO of the company does not also fulfil the role of chairman of the Board. |
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Practice: |
The chairperson is an independent non-executive director. |
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As the chairman is an executive director, a lead independent director has been appointed to provide guidance to the board should a situation arise where the impartiality of the chairman is impaired or in the event that there is a perceived conflict of interest. |
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Practice: |
The chairperson is not a former CEO. |
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The executive chairman was the CEO of the company from 2009 until August 2014. |
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Practice: |
The chairperson is elected by board members every year. |
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The Chairman is an executive director. His performance, leadership skills, experience, expertise and contribution to the promotion of the company’s corporate culture are reviewed annually by the nomination committee. |
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Practice: |
The chairman ability to add value, and his performance against what is expected of his role and function is assessed every year. |
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The Chairman's performance, leadership skills, experience, expertise and contribution to the promotion of the company’s corporate culture are reviewed annually by the nomination committee. He is similarly subjected to an annual peer analysis and review. |
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Practice: |
A formal role description exists for the chairperson. |
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The Chairman's role description is set out in the formally approved Board Charter. |
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Practice: |
There is succession planning in place for the chairperson. |
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Succession planning is a standing agenda item for the nomination committee and is dealt with on an on-going basis. Same is currently in place for the chairman. |
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Practice: |
The chairperson of the board is not the chairperson of the remuneration committee. |
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The remuneration committee is chaired by Bernie Nackan (an independent non-executive director). |
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Practice: |
The nominations committee oversees a formal succession plan for the board, CEO and certain senior executive appointments. |
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Practice: |
It is disclosed whether the chairperson is an independent non-executive director and if not, the reason for it. |
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Principle 2.17: The Board has appointed the Chief Executive Officer and has established a framework for the delegation of authority |
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Practice: |
The board appoints the CEO. |
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The CEO is appointed by the Board. |
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Practice: |
The board has input in other senior executive appointments. |
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The Nomination Committee contributes to decisions about senior executive appointments and provides feedback to the board in this regard. |
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Practice: |
The board defines its own level of materiality and approves a delegation of authority framework. |
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The company's governance structure provides for delegation of authority while enabling the board to retain
effective control. The board defines its own level of materiality and delegates authority to relevant board committees and to the CEO with clearly defined mandates. The CEO and company secretary monitor and maintain the delegations
of authority and ensure that same are reviewed on an annual basis. |
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Practice: |
The role and function of the CEO is formalised. |
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The role and function of the CEO are documented in writing in his letter of appointment / employment contract. |
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Practice: |
The CEO is not a member of the remuneration committee. |
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The CEO is not a member of the remuneration committee. He attends the committee's meetings by invitation only. |
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Practice: |
The CEO is not a member of the audit committee. |
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The CEO is not a member of the audit committee. He attends the committee's meetings by invitation only. |
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Practice: |
The CEO is not a member of the nomination committee. |
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The CEO is not a member of the nomination committee. He attends the committee's meetings by invitation only. |
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Practice: |
There is a formal succession plan in place for the CEO and other senior executives. |
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Succession plans for the CEO and other senior executives are reviewed and approved by the nomination committee on an annual basis. |
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Practice: |
There is a benchmark; i.e. performance measures, in place to evaluate the performance of the CEO. |
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There are agreed performance measures in place to evaluate the performance of the CEO. |
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Principle 2.18: The Board comprises a balance of power, with a majority of non executive directors. The majority of non executive directors are independent. |
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Practice: |
The nominations committee recommends eligibility of prospective directors on the basis of past performance, contribution and the objectivity of business judgement calls. |
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Practice: |
The board comprises a majority of non-executive directors. |
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The board comprises 13 directors, of which 8 directors are non-executive directors and 5 are executive directors. |
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Practice: |
A majority of non-executive directors are independent. |
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The board comprises 8 non-executive directors, of which 6 are independent. |
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Practice: |
The board has a minimum of two executive directors - the CEO and the director responsible for finance. |
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The board comprises 5 executive directors including, inter alia, the Chief Executive Officer and the Financial Director. |
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Practice: |
When determining the number of directors to serve on the board, the knowledge, skills and resources required as appropriate to the business of the company is considered. |
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The nomination committee reviews the board composition on an annual basis and ensures that the knowledge, skills and resources of the board as a whole are adequate and in line with the company's strategy. Appointments are made with due regard to diversity, an appropriate mix of qualifications, skills and experience across the Board and meeting its primary responsibility for promoting the success and strategic direction of the company in a way which ensures that the interests of Shareholders and Stakeholders are promoted and protected. |
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Practice: |
The board has considered whether its size, diversity and demographics make it effective. |
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The board, through its nomination committee, considers the board's size, diversity and demographics on an annual basis to appropriately assess the needs of the business and the effectiveness of the board as a whole.
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Practice: |
At least one third of non-executive directors rotates every year. |
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One third of the Non-Executive Directors retire by rotation every year in accordance with the MOI, Companies Act and JSE Listing Requirements. A retiring Non-Executive Director may be re-elected to the Board, provided he is eligible for election. |
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Practice: |
Independent non-executive directors serving for longer than 9 years are subjected to a rigorous review of their independence and performance by the board. |
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There are currently no non-executive directors serving in excess of 9 years on the company's board. However, in the event that the circumstances change, the board shall ensure that the relevant director is subjected to a rigorous review in terms of both their performance and independence. |
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Practice: |
The board, through the nomination committee, recommends eligibility for re-election of retiring non-executive directors, while considering past performance, contribution and the objectivity of business judgement calls. |
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Annual board evaluation results are considered to ensure that retiring non-executive directors available for re-election are both eligible and objective and that they contribute effectively to the board. |
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Practice: |
Non-executive directors that are classified as 'independent' by the company is subjected to an annual evaluation of their independence by the chairperson and the board.††††† |
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All independent non-executive directors are subjected to an annual evaluation of their independence as part of the annual performance evaluation process. |
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Practice: |
The classification of directors as independent or otherwise is disclosed on the basis of the yearly assessment of the independence of the independent non-executive directors. |
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The independence of the non-executive directors is assessed on an annual basis and directors are classified as independent or otherwise thereafter. |
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Practice: |
There is reporting on the procedure and outcome of the assessment of the suitability of non-executive independent directors to continue on the board as such, for a period longer than nine years. |
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We currently do not have non-executive directors serving on the board for longer than nine years. |
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Principle 2.19: Directors are appointed through a formal process |
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Practice: |
Details of directors' appointment procedure and composition of board are provided in the integrated report. |
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The integrated report gives details of both directors' appointment procedures, and the composition of the board. |
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Practice: |
The board makes full disclosure regarding individual directors to enable shareholders to make their own assessment of directors. |
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The integrated report classifies directors as executive, non-executive and/or independent and provides brief cv's of all individual directors to enable shareholders to make their own assessments with regards to the criteria listed above. |
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Practice: |
The nominations committee identifies and participates in selecting board members. |
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Practice: |
The nominations committee ensures that new directors have not been declared delinquent nor are serving probation in terms of section 162 of the Act. |
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Practice: |
Procedures for appointments to the board are formal and transparent and are a matter for the board as a whole, assisted by the nomination committee. |
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A formal policy on the appointment of directors to the board has been adopted and is applied in line with the JSE Listing Requirements. The process is transparent and a matter for the board as a whole. |
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Practice: |
Prior to their appointment, procedures are in place to investigate the candidates' backgrounds along the lines of the approach required for listed companies by the JSE . |
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The procedures followed when nominating candidates for board appointments are in line with the relevant JSE requirements as well as the Company's Appointment of Director's Policy. |
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Practice: |
An agreement is concluded with all non-executive directors that includes the directors' code of conduct to be complied with, the contribution that is expected from the specific individual, the remuneration for holding office as director and the terms of directors' and officers' liability insurance to be provided. |
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Non-Executive Directors' letters of appointment incorporate all the recommended principles. |
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Practice: |
Reasons for the removal, resignation or retirement of directors are provided. |
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Practice: |
The number of meetings held each year by the board and each board committee and the details of attendance of each director(as applicable) at such meetings are disclosed. |
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Principle 2.20: The induction of and ongoing training, as well as the development of directors are conducted through a formal process |
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Practice: |
The board ensures that inexperienced directors are developed through mentorship programmes. |
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The company secretary is responsible for the training and development of directors in accordance with the approved induction programme and carries out this function through regular engagement with directors, with the assistance of external advisors where necessary. In addition, all directors are entitled to seek independent professional advice, at the cost of the Company, for the proper execution of their duties and responsibilities. |
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Practice: |
The board ensures that continuing professional development programmes are implemented.... |
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The company secretary is responsible for the on-going professional training and development of directors in accordance with the approved induction programme and carries out this function through regular engagement with directors, with the assistance of external advisors where necessary. Directors receive informative updates and training throughout their tenure which assist in keeping directors abreast of economic, regulatory and industry trends. |
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Practice: |
The board ensures that directors receive regular briefings on changes in risks, laws and the business environment. |
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Directors receive informative updates and training throughout their tenure which assist in keeping directors abreast of economic, regulatory and industry trends. Similarly, updates on risk changes, laws and the business environment are reported to the Board as and when necessary. |
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Practice: |
The board ensures that a formal induction programme is established for new directors. |
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The company's induction programme is tailored to meet the needs of both the company and the new director. Its objectives are to familiarise incoming directors with their rights, duties and functions; ensure that new directors attain a level of understanding of the business, operations and industry; maximise the level and degree of new director’s contribution to the board; and ensure that new directors make informed decisions on matters concerning the Company.
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Principle 2.21: The Board is assisted by a competent, suitably qualified and experienced company secretary. |
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Practice: |
The company secretary is empowered by the board to effectively perform his duties. |
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The company secretary is empowered by the board to effectively perform her duties and has the support of the chairman and the board. |
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Practice: |
The company secretary is appointed and removed by board. |
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The board is entitled to both appoint and remove the company secretary. |
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Practice: |
The company complies with the provisions of the Companies Act, 2008 in relation to the appointment and removal of the company secretary. |
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The appointment of the company secretary and the duties allocated to her are in line with the provisions of the Companies Act, 2008. An annual evaluation of the company secretary by the board ensures that these provisions are complied with. |
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Practice: |
The role and function of the company secretary is formalised. |
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The role and function of the company secretary are set out in the formally approved Board Charter. |
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Practice: |
The nominations committee establishes procedures for appointments to the board and ensures that these are properly carried out. |
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Principle 2.22: The evaluation of the Board, its committees and individual directors is performed every year. |
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Practice: |
The remuneration committee considers the results of the evaluation of the performance of the CEO and other executive directors, both as a directors and as executives in determining remuneration. |
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Practice: |
The board determines it's own role, functions, duties and performance criteria as well as that for directors on the board and the board and board committees to serve as a benchmark for performance appraisal. |
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The board has approved evaluation questionnaires for the board committees and for individual directors which are used to assess performance on an annual basis. The evaluations are conducted online through an internationally recognised software package called "Thinking Board". |
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Practice: |
The results of performance evaluation are used to identify training needs for directors. |
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Feedback on the performance evaluations is used to measure and identify skills and training needed for the board as a whole and for individual directors. |
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Practice: |
An overview of the appraisal process of the board, board committees, individual directors, the results thereof and action plans are disclosed in the integrated report. |
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Practice: |
The nomination for re-appointment of a director only occurs after the evaluation of the performance and attendance of the director. |
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The nomination for re-appointment of a director only occurs after an evaluation of the performance of the director. |
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Principle 2.23: The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities. |
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Practice: |
The risk committee's terms of reference are approved by the board. |
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Practice: |
The risk committee is chaired by a non-executive director. |
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Roger Rees is chairman of the audit and risk committee |
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Practice: |
The risk committee's terms of reference deal with: composition; objectives, purpose and activities; delegated authorities - including the extent of power to make decisions; tenure; and reporting mechanism to the board. |
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Practice: |
The risk committee is entitled to obtain independent professional advice at cost of the company on any issue within the ambit of its scope and subject to following a board approved process. |
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Practice: |
There is a board remuneration committee. |
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Practice: |
The remuneration committee's terms of reference deal with: composition; objectives, purpose and activities; delegated authorities - including the extent of power to make decisions; tenure; and reporting mechanism to the board. |
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Practice: |
The remuneration committee is entitled to obtain independent professional advice at cost of the company on any issue within the ambit of its scope and subject to following a board approved process. |
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PWC is appointed as the official advisor to the Redefine remuneration committee. |
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Practice: |
The composition and role of each board committee are disclosed. |
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Practice: |
The names and details of any external advisers who regularly attend or are invited to attend committee meetings are disclosed. |
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Practice: |
The audit committee terms of reference deal with: composition; objectives, purpose and activities; delegated authorities - including the extent of power to make decisions; tenure; and reporting mechanism to the board. |
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Practice: |
The audit committee is entitled to obtain independent professional advice at cost of the company on any issue within the ambit of its scope and subject to following a board approved process. |
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The committee has unrestricted access to independent expert advice, should the need arise. However no such advice was required during the period. |
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Practice: |
All members of the remuneration committee are non-executive directors. |
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The following non-executive directors sit on the remuneration committee:
- Bernard Nackan (independent non-executive director)
- Dinesh Gihwala (independent non-executive director)
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Practice: |
The remuneration committee is chaired by an independent director. |
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The remuneration committee is chaired by Bernie Nackan (an independent non-executive director). |
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Practice: |
The nominations committee's terms of reference are approved by the board. |
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Practice: |
The nominations committee's terms of reference deals with: composition; objectives, purpose and activities; delegated authorities - including the extent of power to make decisions; tenure; and reporting mechanism to the board. |
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Practice: |
The majority of members of the nominations committee are independent. |
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Practice: |
The nomination committee is entitled to obtain independent professional advice at cost of the company on any issue within the ambit of its scope and subject to following a board approved process. |
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PWC is the appointed advisor to the nomination committee |
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Practice: |
There is a nomination committee. |
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Principle 2.24: A governance framework has been agreed upon between the group and its subsidiary Boards |
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Practice: |
There is a governance framework between the group and its subsidiary boards. |
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Practice: |
There are formal policies and practices in place to ensure equal treatment of shareholders within the group. |
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Practice: |
Insider Trading is dealt with in terms of relevant stock exchange rules. |
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Practice: |
Implementation and adoption of policies, processes or procedures of the holding company are considered and approved by the subsidiary company. |
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Practice: |
The holding company respects the fiduciary duty of the director who represents the holding company on the board of the subsidiary to that subsidiary. |
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Practice: |
Consultation takes place by the holding company board with the chairperson of the subsidiary board and nomination committee prior to nominating a shareholder representative director. |
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Practice: |
The integrated report provides details of the implementation and adoption of policies, processes or procedures of the holding company by subsidiary company(ies). |
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Principle 2.25: The company remunerates its directors and executives fairly. |
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Practice: |
The remuneration committee's terms of reference are approved by the board. |
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Practice: |
The remuneration committee assists the board in setting and administering remuneration. |
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Practice: |
The remuneration committee ensures that the mix of fixed and variable pay, in cash, shares and other elements, meets the company's needs and strategic objectives. |
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Practice: |
The remuneration committee satisfies itself as to the accuracy of recorded performance measures that govern vesting of incentives. |
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Practice: |
The remuneration committee ensures that all benefits, including retirement benefits and other financial arrangements are justified and correctly valued. |
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Practice: |
There exists remuneration policies and practices that address base pay and bonuses, employee contracts, severance and retirement benefits and share-based and other long-term incentive schemes. |
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The company's remuneration policies and practices adequately address the King III recommendations on remuneration structures. |
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Practice: |
Remuneration policies and practices are aligned with company strategy. |
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At all times remuneration policies and practices are aligned with the strategic direction and specific value drivers of the company. The remuneration framework comprises both guaranteed and variable remuneration components; the former of which is used for attraction and retention purposes whilst the latter is dependent on the achievement of specific individual performance criteria. |
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Practice: |
The remuneration committee selects an appropriate comparative group when comparing remuneration levels. |
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Compared to peer companies |
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Practice: |
The remuneration committee ensures that remuneration levels reflect the contribution of senior executives and executive directors. |
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Practice: |
The remuneration committee regularly reviews incentive schemes to ensure continued contribution to shareholder value. |
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Practice: |
The remuneration committee considers the appropriateness of early vesting of share-based schemes at the end of employment. |
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Practice: |
The remuneration committee advises on the remuneration of non-executive directors. |
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Practice: |
Incentives are based on targets, both financial and sustainability related, that are stretching, verifiable and relevant. |
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Incentives are based on financial performance, sustainability related issues and individual performance. |
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Practice: |
Multiple performance measures are used to avoid manipulation of results or poor business decisions. |
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Performance measures are reviewed against and aligned with the company's strategy. Weightings are split between various financial measures (growth in distributions in relation to peer companies, performance relative to approved budget), individual performance and achievement of strategic objectives. |
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Practice: |
Remuneration levels reflect the contribution of senior executives. |
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Remuneration of senior executives is in line with the company's remuneration policy and reflects senior executives contributions towards the company's performance. Whilst the remuneration of senior executives is benchmarked and structured to be competitive, same is reviewed by the remuneration committee on an annual basis in relation to the relative contributions made by the senior executives and performance against agreed KPI's. |
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Practice: |
If incentives are given for both long-term and short-term goals, the performance drivers are not duplicated and a balance is struck with the need to reward success over the longer term. |
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The company's incentive schemes are designed to meet both short and long terms goals and there is a balance between the two methods of reward. The short-term incentive scheme is designed to support the achievement of the company's objectives while the long-term incentive schemes aim to address retention and performance. |
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Practice: |
Employment contracts do not commit the company to pay on termination arising from an executive's failure. |
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Employment contracts do not commit the company to pay on termination arising from an executive's failure. |
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Practice: |
There is no automatic entitlement to bonus or share-based payments on early termination of employment. |
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There is no automatic entitlement to bonus or share-based payments on early termination of employment and any such payments made upon early termination are made purely at the discretion of the remuneration committee. |
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Practice: |
There is no provision in employment contracts for severance as result of change in control of company. |
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There is no provision in employment contracts for severance as result of change in control of company. |
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Practice: |
Participation in incentive schemes is limited to employees and executive directors and provides appropriate limits for individual participation. |
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Participation in the long-term incentive schemes is limited to executives and senior employees. These schemes provide appropriate limits for individual participation in line with scheme rules. |
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Practice: |
High leveraging of incentive schemes is avoided. |
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High leveraging of share-based incentive schemes through extensive financing thereof is avoided. |
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Practice: |
Share incentive awards and options are granted regularly and consistently, generally once a year. |
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The awards of share-based incentives are granted annually in line with the various share incentive scheme rules, following approval by the remuneration committee. |
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Practice: |
No awards of share options and incentives are allowed in closed periods. |
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No awards of share-based incentives are allowed in closed periods. |
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Practice: |
No backdating of awards of share options and incentives is allowed. |
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No backdating of awards of share options and incentives is allowed. |
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Practice: |
Awards of share options and incentives are subject to a vesting period from 3 to 10 years. |
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Awards of shares and share options, in expectation of service over a performance measurement period, have a vesting period, or are exercisable, within three to seven years from date of grant. Shares granted in terms of the restricted scheme and the matching scheme vest over a 3 year period. |
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Practice: |
The value of awards of share options and incentives are not significant in comparison to base pay. |
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Details of the share options and incentives are set out in the Integrated Report. |
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Practice: |
The share-based and long-term incentive schemes have special conditions in place for change of control, roll-over for capital reconstruction, early termination of employment or dismissal for good cause. |
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Performance Bonus and Share Based payments are at the discretion of the board and are defined in the scheme rules. |
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Practice: |
Non-executive fees comprise a base fee and attendance fee per meeting. |
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Non-executive directors fees comprise an annual fee, which fee recognises the responsibilities borne by the director throughout the year and not only during meetings. |
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Practice: |
Non-executive fees are approved by shareholders in advance by special resolution. |
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Shareholders approve non-executive directors' fees in advance by special resolution. |
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Practice: |
The company has established share-based and/or long-term incentive schemes. |
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The company has established various share-based and/or long-term incentive schemes. |
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Practice: |
The remuneration report includes details of limits for participation in incentive schemes. |
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Practice: |
Performance measures for vesting of share options and the reasons for choosing them are disclosed in the remuneration report. |
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Practice: |
The remuneration report includes details of retention benefits paid. |
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Practice: |
The remuneration report includes details of main performance parameters. |
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Principle 2.26: The company has disclosed the remuneration of each individual director and prescribed officer. |
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Practice: |
The remuneration report includes details re the use of comparative benchmarks. |
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Practice: |
The remuneration report is included in the integrated report. |
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Practice: |
The remuneration report includes details of all benefits paid and awarded to directors. |
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Practice: |
The remuneration report includes an overview of the policy on base pay. |
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Practice: |
The remuneration report includes justification of salaries paid above median. |
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Practice: |
The remuneration report includes details of material payments that are ex-gratia in nature. |
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Practice: |
The remuneration report includes the term of executive service contracts as well as the notice period for termination. |
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Practice: |
The nature and period of restraint provided for in executive service contracts are disclosed in the remuneration report. |
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Practice: |
The maximum and the expected potential dilution as a result of incentive awards are disclosed in the remuneration report. |
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Practice: |
Details of the non-executive directors' fees, including those fees payable for serving on a board committee are disclosed in the remuneration report. |
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Principle 3.1: The Board has ensured that the company has an effective and independent audit committee |
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Practice: |
The audit committee meets at least twice a year. |
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The audit committee meets quarterly |
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Practice: |
The audit committee meets with the external and internal auditors without management being present at least once a year. |
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Practice: |
There is an audit committee |
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Practice: |
The nominations committee presents shareholders with suitable candidates for election as audit committee members. |
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Practice: |
The audit committee's terms of reference are approved by the board. |
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Principle 3.2: Audit committee members are suitably skilled and experienced independent non-executive directors |
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Practice: |
The shareholders elect the audit committee members at the AGM. |
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Practice: |
The audit committee consists of at least three members. |
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Practice: |
All members of the audit committee are independent non-executive directors. |
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Practice: |
Audit committee members collectively have knowledge and experience on financial risks, financial and sustainability reporting, and internal controls. |
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Practice: |
Audit committee members collectively have knowledge and experience on corporate law. |
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Practice: |
Audit committee members collectively have a thorough understanding of the complexities of International Financial Reporting Standards, South African Statements of Generally Accepted Accounting Practice, Global Reporting Initiative standards or any other financial reporting framework and set of standards applicable. |
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Practice: |
The role of the audit committee is summarised in the integrated report. |
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Practice: |
It is disclosed whether the audit committee has adopted formal terms of reference. |
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Practice: |
It is disclosed in the integrated report whether the audit committee has satisfied its responsibilities for the year in compliance with the formal terms of reference. |
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Practice: |
The names and qualifications of all members of the audit committee during the period under review, and the period for which they served on the committee are disclosed in the integrated report. |
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Practice: |
The integrated report includes information regarding any other roles assigned to the audit committee by the board. |
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Practice: |
The audit committee includes in the integrated report both the following: - a statement on whether or not it considered and recommended the internal audit charter for approval by the board; and - a description of its working relationship with the Chief Audit Executive. |
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Practice: |
The board fills vacancies on the audit committee that arise until the next AGM when the formal election is done by shareholders . |
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Practice: |
The nominations committee evaluates whether audit committee members collectively have basic level of qualification and experience. |
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Principle 3.3: The audit committee is chaired by an independent non-executive director. |
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Practice: |
The chairperson of the audit committee is an independent non-executive director and not the chairperson of board. |
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Roger Rees (independent non-executive director) is head of the audit committee. |
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Practice: |
The chairperson of the audit committee is selected by the board. |
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Roger Rees (independent non-executive director) is head of the audit committee. |
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Practice: |
the chairperson of the audit committee attends the AGM. |
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Principle 3.4: The audit committee oversees integrated reporting |
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Practice: |
The audit committee engages the external auditors to provide assurance on the summarised financial information. |
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Practice: |
The audit committee recommends to the board the whether to engage an external assurance provider on material sustainability issues. |
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External assurance for Redefine's BBE scorecard has been obtained from Honey comb. Terra Firma has also assisted in the carbon footprint. |
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Practice: |
The audit committee evaluates the independence and quality of the external assurance providers on sustainability. |
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Practice: |
The audit committee reviews the disclosure of sustainability issues in the integrated report to ensure that it is reliable and does not conflict with the financial information. |
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Practice: |
The audit committee recommends the integrated report for approval by the board. |
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Practice: |
The audit committee arbiters between the management and the external auditors when there is a disagreement on auditing and accounting matters. |
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Internal as well as external auditors have unrestricted access to the audit committee. |
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Practice: |
The audit committee has regard to all factors and risks that may impact on integrity of the integrated report; e.g.. judgements, changes in accounting policies, significant or unusual transactions, factors that may predispose management to present misleading information, any evidence that brings into question any previously published financial information, etc. |
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Practice: |
The audit committee reviews a documented assessment by the management of the going concern premise of the company. |
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In terms of the liquidity and solvency requirements of the Company's Act, a full assessment of the going concern premise is presented to the audit committee on a bi-annual basis. |
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Practice: |
The audit committee considers the need to issue interim results. |
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Practice: |
The audit committee reviews the content of summarised information. |
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Principle 3.7: The audit committee should be responsible for overseeing internal audit |
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Practice: |
The audit committee is responsible for the appointment, performance assessment and/or dismissal of the CAE or outsourced internal audit service provider. |
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Practice: |
The internal audit plan is approved by the audit committee. |
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Practice: |
The audit committee ensures that the company's internal audit function is independent and has the necessary resources, standing and authority within the company to enable it to discharge its functions. |
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Practice: |
The audit committee oversees cooperation between external and internal audit to avoid overlapping of audit scope. |
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Practice: |
The audit committee ensures that the internal audit function is subjected to an independent quality review as and when it determines it appropriate. |
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Principle 3.8: The audit committee is an integral component of the risk management process. |
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Practice: |
There is a statement from the board in the integrated report on the effectiveness of internal financial controls based on a formal documented review thereof. |
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The statement referred to above is included in the director's report which forms part of the company's integrated report. |
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Practice: |
The terms of reference of the audit committee set out its responsibilities regarding risk management. |
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Practice: |
The audit committee specifically has oversight of financial reporting risks, internal financial controls, fraud risks as these relate to financial reporting and IT risks as these relate to internal reporting. |
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Practice: |
There is a risk committee consisting of board members. |
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Practice: |
The risk committee has oversight of the company's risk management function. |
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Principle 3.9: The audit committee is responsible for the recommending the appointment of the external auditor and overseeing the external audit process. |
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Practice: |
The audit committee recommends to shareholders the appointment, reappointment and removal of external auditors. |
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Practice: |
The audit committee approves the external auditors' terms of engagement and remuneration. |
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Practice: |
The audit committee monitors and reports on the external auditor's independence. |
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Practice: |
The audit committee defines a policy for non-audit services provided by the external auditor. |
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Practice: |
The audit committee reviews any accounting and auditing concerns identified as a result of the internal or external audit. |
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Practice: |
The audit committee is informed of any Reportable Irregularities identified and reported by the external auditor. |
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Practice: |
The audit committee reviews the quality and effectiveness of the external audit process. |
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Principle 3.10: The audit committee has reported to the board and the shareholders as to how it has discharged its duties. |
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Practice: |
The audit committee reports internally to the board on its statutory duties and duties assigned to it by the board. |
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Practice: |
The audit committee reports to the shareholders on it's statutory duties. |
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The audit committee reports to the shareholders in the annual report on it's statutory duties. |
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Practice: |
There is a description in the integrated report of how the audit committee carried out its functions in the period under review. |
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Practice: |
A statement on whether the audit committee is satisfied that the auditor is independent of the company is included in the integrated report. |
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Practice: |
The integrated report includes commentary in any way the committee considers appropriate on the financial statements, the accounting practices and the internal financial control of the company. |
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Principle 4.1: The Board is responsible for the governance of risk. |
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Practice: |
A policy and plan for a system and process of risk management have been developed. |
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A policy and a plan that provide for an effective system and process of risk management have been developed and approved by the board. |
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Practice: |
The board's responsibility for risk governance is expressed in the board charter and risk policy and plan. |
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The board's responsibility for risk governance is set out in both the board charter and risk policy and plan. |
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Practice: |
The risk policy includes: the company's definitions of risk terms and risk management; risk management objectives; the risk approach and philosophy; and the various responsibilities and ownership for risk management within the company. |
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The company's risk policy incorporates all of the above. |
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Practice: |
The risk plan includes: the company's risk management structure; the risk management framework - i.e. the approach followed for instance COSO, ISO, IRMSA ERM Code of Practice, IRM (UK), etc; the standards and methodology adopted - this refers to the measureable milestones such tolerances, intervals, frequencies, frequency rates, etc; risk management guidelines; reference to integration through for instance training and awareness programmes; and details of the assurance and review of the risk management process. |
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Practice: |
The integrated report discloses how the board has satisfied itself that risk assessments, responses and interventions are effective. |
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Principle 4.2: The Board has determined the levels of risk tolerance |
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Practice: |
The board sets the levels of risk tolerance every year. |
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The board reviews the risk appetite and tolerance threshold tables on an annual basis. |
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Practice: |
The board monitors that risks taken are within the tolerance and appetite levels. |
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The board monitors that risks are taken within the company's tolerance and appetite levels. |
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Practice: |
It is disclosed where the limits of risk appetite exceed, or deviated materially from, the limits of the company's risk tolerance (the company's ability to tolerate). |
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Principle 4.3: The risk committee and/or audit committee has assisted the Board in carrying out its risk responsibilities. |
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Practice: |
The risk committee considers the risk policy and plan. |
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Practice: |
The risk committee monitors the whole risk management process. |
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Practice: |
The risk committee reviews the risk management progress and maturity of the company, the effectiveness of risk management activities, the key risks facing the company, and the responses to address these key risks. |
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Practice: |
Membership of the risk committee includes executive and non-executive directors; members of senior management and independent risk management experts to be invited, if necessary. |
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The audit and risk committee is one committee. Executive directors attend the audit committee meeting by invitation and provide relavant information ito risk. Redefine has employed and independent expert to help map the risks of the company. |
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Practice: |
The risk committee has a minimum of three members. |
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Practice: |
The risk committee members collectively have adequate and appropriate knowledge, skills and experience on risk. |
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Principle 4.4: The Board has delegated to management the responsibility to design, implement and monitor the risk management plan. |
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Practice: |
The board's risk policy and plan is implemented by management by means of risk management systems and processes. |
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The board's risk policy and plan is effectively implemented by management through risk management systems and processes. |
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Practice: |
The Chief Risk Officer (CRO) or other senior employee responsible for risk management is a suitably experienced person who has access to and interacts regularly on strategic matters with the board and/or appropriate board committee and executive management. |
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The financial director is the chief risk officer and has a team capable of ensuring that risk management is adhered to across the business. |
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Principle 4.5: The Board has ensured that risk assessments are performed on a continual basis. |
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Practice: |
The board ensures that effective and ongoing risk assessments are performed. |
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Identification and review of the company's risk register is a standing agenda item in management meetings to ensure on-going identification and assessment of the risk environment. All risks are evaluated in terms of probability and impact as per the principles et out in the risk policy and framework approved by the board. |
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Practice: |
A systematic, documented, formal risk assessment is conducted at least once a year. |
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The audit and risk committee allocates biannual meetings to focus on the assessment of risks across the business. Management review risks on a quarterly basis and any significant risks are reported to the audit and risk committee. |
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Practice: |
Risks are prioritised and ranked to focus responses and interventions. |
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Risks are prioritised and ranked in order to focus responses and interventions to those risks outside the board's tolerance limits. The board identifies and ranks top of mind risks that could impact the ability of the company to achieve its strategic priorities. |
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Practice: |
A top-down approach is adopted in risk assessments without being limited to strategic and high-end risks only. |
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Risks are identified using a top-down and bottom-up approach. The ERM framework and policy are utilised to guide the ERM process. |
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Practice: |
The board regularly receives and reviews a register of the company's key risks. |
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The board regularly receives and reviews a register of the company's key risks. The risks are managed and monitored on an ongoing basis. Quarterly risk reports are provided to the audit and risk committee which in turn provides feedback to the board. |
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Practice: |
The risk assessment process involves the risks affecting the various income streams of the company, the critical dependencies of the business, the sustainability and the legitimate interests and expectations of stakeholders. |
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Risks are assessed based on their potential impact on the business (tenants, investors, business systems and employees), financial position and reputation, including the likelihood of the risk occurring. |
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Practice: |
The board ensures that key risks are quantified where practicable. |
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The board ensures that key risks are quantified where practicable. |
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Principle 5.1: The Board is responsible of information technology (IT) governance. |
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Practice: |
The board assumes the responsibility for the governance of IT and place it on the board agenda. |
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The governance of ICT is an item on the Board's agenda. ICT is represented in the audit and risk committee. ICT strategy has been established and approved by the audit and risk committee and was recommended to the board. |
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Practice: |
There is an IT governance framework that supports effective and efficient management of IT resources to facilitate the achievement of the company's strategic objectives. |
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An effective IT governance charter is in place. |
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Practice: |
The IT governance framework includes relevant structures, processes and mechanisms to enable IT to deliver value to the business and mitigate IT risk. |
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The IT governance framework includes the structures, processes and mechanisms that will enable the delivery of value to the business and reduce IT risk. |
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Practice: |
The board ensures that an IT charter and policies are established and implemented. |
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The audit and risk committee oversaw the implementation and review of all relevant ITC governance mandates, policies, processes and control frameworks while ensuring compliance with all the standards adopted by the company.
In order to assist the committee in the discharge of its duties in respect of ITC governance, the committee mandated the company’s ITC steering committee with the executive oversight of ITC governance. The steering committee ensure that the ITC strategy supports the business goals and objectives as well as the sustainability objectives of the group. The steering committee is responsible for the implementation of, and measurement against, the ITC governance framework and related initiatives in conjunction with the other existing oversight bodies. |
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Practice: |
The board receives independent assurance on the effectiveness of the IT internal controls. |
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The board receives independent assurance on the effectiveness of the IT internal controls, including on outsourced IT services. |
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Principle 5.2: IT has been aligned with the performance and sustainability objectives of the company. |
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Practice: |
The board ensures that IT strategy is integrated with the company's strategic and business processes. |
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The audit and risk committee oversaw the implementation and review of all relevant ITC governance mandates, policies, processes and control frameworks while ensuring compliance with all the standards adopted by the company.
In order to assist the committee in the discharge of its duties in respect of ITC governance, the committee mandated the company’s ITC steering committee with the executive oversight of ITC governance. The steering committee ensure that the ITC strategy supports the business goals and objectives as well as the sustainability objectives of the group. The steering committee is responsible for the implementation of, and measurement against, the ITC governance framework and related initiatives in conjunction with the other existing oversight bodies. |
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Practice: |
The board ensures that there is a process in place to identify and exploit opportunities to improve the performance and sustainability of the company through the use of IT. |
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Principle 5.3: The Board has delegated to management the responsibility for the implementation of an IT governance framework. |
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Practice: |
Management is responsible for the implementation of all the structures, processes and mechanisms for the IT governance framework. |
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Through the ICT steering committee, Management is responsible for the implementation of all the structures, processes and mechanisms of the IT governance framework. |
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Practice: |
The individual responsible for IT is a suitably qualified and experienced person who has access and interacts regularly on IT governance matters with the board and /or appropriate board committee and executive management. |
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A chief information officer has been appointed and is both suitably experienced and has access to and/or regular interaction with the board and/or executive management. |
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Principle 5.4: The Board monitors and evaluates significant IT investments and expenditure. |
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Practice: |
The board oversees the value delivery of IT and monitors the return on investment from significant IT projects. |
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The ICT steering committee will provide quarterly feedback to the board, via the audit and risk committee, with regards to the value delivery of ICT and the audit and risk committee will monitor the return on investment from significant ICT projects. |
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Practice: |
Business strategies and objectives and the role of IT in achieving them are clear. |
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The role of IT in achieving business strategies and objectives is clear. |
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Practice: |
Good governance principles apply to all parties in the supply chain or channel for the acquisition and disposal of IT goods or services. |
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Good governance principles apply to all parties in the supply chain or channel for the acquisition and disposal of IT goods or services. |
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Principle 5.5: IT is an integral part of the company’s risk management plan. |
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Practice: |
IT risks form an integral part of the company's risk management activities. |
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IT risks form an integral part of the company's risk management process with cyber crime rating as one of the company's top of mind risks. |
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Practice: |
Management regularly demonstrates to the board that the company has adequate business resilience arrangements in place for disaster recovery. |
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Practice: |
The board ensures that the company complies with IT laws and that IT related rules, codes and standards are considered. |
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The board, through its audit and risk committee, ensures that the company complies with IT laws and that IT-related rules, codes and standards are considered. |
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Principle 5.6: The Board ensured that information assets are managed effectively. |
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Practice: |
The board ensures all personal information is treated by the company as an important business asset and is identified. |
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The company has a clearly defined information security policy which ensures that all company and personal information is classified and treated as an important business asset. |
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Practice: |
The board ensures that an Information Security Management System is developed, implemented and recorded that ensures security (confidentiality, integrity and availability of information). |
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Principle 6.1: The Board ensures that the company complies with applicable laws and considers adherence to non binding rules, codes and standards. |
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Practice: |
The company has a system in place to ensure compliance with all applicable laws. |
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Redefine’s board of directors is committed to maintaining the corporate governance standards recommended in King III and continues to enhance and align policies, systems and procedures that embed sound corporate governance principles and ethical standards throughout the business. These principles and standards guide directors and management with regards to the delivery of sustainable growth for the benefit of all stakeholders.
The board further subscribes to full compliance with the JSE Listings Requirements, the Companies Act and other applicable laws and regulations in those jurisdictions within which the company operates. |
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Practice: |
The extent of adherence to applicable non-binding rules, codes and standards is disclosed in the integrated report. |
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Practice: |
Details of how board discharged its responsibility to establish an effective compliance framework and processes are disclosed in the integrated report. |
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Practice: |
Compliance with applicable laws is understood not only in terms of the obligations that they create, but also for the rights and protection that they afford. |
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Practice: |
The board oversees that the compliance policy and system provide for examination of the context of law, and how other applicable laws interact with it. |
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Practice: |
The board continually monitors the company's compliance with applicable laws, rules, codes and standards. |
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Principle 6.4: The Board should delegate to management the implementation of an effective compliance framework and processes. |
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Practice: |
Management has established the appropriate structures; educates, trains and communicates; and measures compliance. |
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Practice: |
The CEO has appointed an individual responsible for the management of compliance; e.g.. a Chief Compliance Officer. |
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The financial director is responsible for the management of compliance. |
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Practice: |
The individual responsible for compliance is a suitably skilled and experienced person who has access to and interacts regularly on strategic compliance matters with the board and/or appropriate board committee and executive management. |
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Practice: |
The compliance function has adequate resources to fulfil its duties. |
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Practice: |
There is disclosure of material (or immaterial, but often repeated) regulatory penalties, sanctions or fines for contraventions or noncompliance with statutory obligations that were imposed on the company or any of its directors or officers; or a statement that no such events took place. |
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Practice: |
The board ensures that a legal compliance policy, approved by the board, has been implemented by management. |
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Practice: |
The board receives assurance on the effectiveness of the controls around compliance with laws, rules, codes and standards. |
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Practice: |
Compliance with laws, rules, codes and standards is incorporated in the code of conduct of the company. |
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Principle 7.1: The Board should ensure that there is an effective risk based internal audit. |
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Practice: |
The company has established an internal audit function. |
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Practice: |
The internal audit function evaluates the company's governance processes. |
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Practice: |
The internal audit function performs an objective assessment of the effectiveness of risk management and the internal control framework. |
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Practice: |
The internal audit function systematically analyses and evaluates business processes and associated controls. |
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Practice: |
The internal audit function adheres to the IIA Standards and code of ethics. |
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Practice: |
The internal audit function provides a source of information as appropriate, regarding instances of fraud, corruption, unethical behaviour and irregularities. |
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Practice: |
Where there is no formal internal audit function, full reasons for it are disclosed in the company's integrated report, with an explanation as to how adequate assurance of an effective governance, risk management and internal control environment have been maintained. |
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Principle 7.5: Internal audit should be strategically positioned to achieve its objectives. |
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Practice: |
The internal audit function is independent and objective. |
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Practice: |
The internal audit function reports functionally to the audit committee. |
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Practice: |
The CAE has a standing invitation to attend executive committee meetings. |
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Practice: |
The internal audit function is a skilled and resourced as is appropriate for the complexity and volume of risk and assurance needs. |
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Practice: |
The CAE develops and maintains a quality assurance and improvement programme. |
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The internal audit department has unrestricted access to all information and staff to discharge its responsibilities set out in its charter |
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Principle 8.1: The Board should appreciate that stakeholders’ perceptions affect a company’s reputation. |
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Practice: |
The gap between stakeholder perceptions and the performance of the company is managed and measured to enhance or protect the company's reputation. |
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Practice: |
The company's reputation and its linkage with stakeholder relationships is a regular board agenda item. |
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Stakeholder engagement is a regular agenda item for both the social and ethics and the audit and risk committees. Updates and concerns are reported to the board by the relevant committee chairmen. |
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Practice: |
Stakeholders which could materially affect the operations of the company are identified, assessed and dealt with as part of the risk management process. |
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Redefine has identified all our material stakeholder groups and prioritised stakeholder concerns as part of our risk management activities. We understand that proactive and transparent stakeholder engagement is essential to preserving our corporate reputation. Stakeholder engagement and communication is proactively managed and driven through various channels and platforms, both formal and informal, targeting all of Redefine’s key stakeholders. Customer complaints are taken seriously and dealt with timeously, through a centralised call centre. |
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Practice: |
The process for identification and taking account of the legitimate interests and expectations of stakeholders is reviewed at least once a year. |
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The process for identification and evaluation of the legitimate interests and expectations of stakeholders is reviewed at least once a year |
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Principle 8.2: The Board should delegate to management to proactively deal with stakeholder relationships. |
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Practice: |
Management develops a strategy and formulates policies for the management of relationships with each stakeholder grouping. |
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Management develops a strategy and formulates policies for the management of the relationship with each stakeholder grouping. |
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Practice: |
The board oversees the establishment of mechanisms and processes that support stakeholders in constructive engagement with the company. |
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Practice: |
The board encourages shareholders to attend the AGMs. |
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The Notice of AGM is released on SENS, displayed on the company's website and posted to all shareholders. |
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Principle 8.4: Companies should ensure the equitable treatment of shareholders. |
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Practice: |
There is equitable treatment of all holders of the same class of shares issued. |
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The equitable treatment of all holders of the same class of shares is protected in accordance with the companies act and the company's memorandum of incorporation. |
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Practice: |
The board ensures that minority shareholders are protected. |
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Minority shareholders are protected in accordance with the company's memorandum of incorporation. |
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Principle 8.5: Transparent and effective communication with stakeholders is essential for building and maintaining their trust and confidence. |
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Practice: |
The board has adopted communication guidelines that support a responsible communication programme. |
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A stakeholder engagement policy will be approved by the board during the course of the forthcoming financial year and reviewed on an annual basis thereafter. |
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Practice: |
Complete, timely, relevant, accurate, honest and accessible information is provided by the company to its stakeholders whilst having regard to legal and strategic considerations. |
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Practice: |
Reasons for refusals of requests for information that were lodged with the company in terms of the Promotion of Access to Information Act, 2000 are included in the integrated report. |
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Principle 9.1: The Board should ensure the integrity of the company’s integrated report. |
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Practice: |
The company has controls to enable it to verify and safeguard the integrity of its integrated report. |
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The company's external auditor provides assurance on the annual financial statements and their independent auditors report is contained in our integrated report. The other information report contained in the sustainability report has been scrutinised by the company's own internal audit function. |
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Principle 9.2: Sustainability reporting and disclosure should be integrated with the company’s financial reporting. |
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Practice: |
The board includes commentary on the company's financial results in the integrated report. |
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Practice: |
The board discloses if the company is a going concern. |
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Practice: |
The board ensures that the positive and negative impacts of the company's operations and the plans to improve the positives and eradicate or ameliorate the negatives in the financial year ahead are conveyed in the integrated report. |
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These details are set out in the annual sustainability report. |
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Practice: |
The integrated report discloses the nature of the company's dealings with stakeholders and the outcomes of these dealings. |
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Overall Score |
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Disclaimer
The assessment criteria of the web-based tool, the governance assessment instrument (GAI) have been based on the practice recommendations of the King III report. These criteria are intended to assess quantitative aspects of corporate governance only and not qualitative governance. As such, the results are proposed to serve as an indication of the structures, systems and processes in place and are not intended to include an indication of the governance culture of an entity.
The responsibility for the input of data in order to attain a result through the use of this is that of the user and the entity in respect of which the user licence has been granted (licensee). The results based on the use of the GAI may be based on the subjective opinion of the licensee or the representative user(s) and may not be true reflection of the actual state of the governance structures, systems and processes at the entity.
The The Global Platform for Intellectual Property (Pty) Ltd ("TGPIP") makes no warranty or representation as to the accuracy or completeness of either the assessment criteria or the results. Neither TGPIP nor any of its affiliates nor the software developer shall be held responsible for any direct, indirect, special, consequential or other damage of any kind suffered or incurred, as a result of reliance on the results produced through the use of the GAI.
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