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King III Principle 2.19: Paragraph 80; JSE listing requirements: Paragraph 3.84(a)
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Procedures for appointments to the board are all of the following: - formally set out in a policy; - transparent; and - a matter for the board as a whole (although the board may be assisted by the nomination committee).
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The Board policy for the appointment of Directors is in line with JSE Listings Requirements and is reviewed and approved on an annual basis.
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King III Principle 2.23: Paragraph 130JSE listing requirement: Paraggraph 3.84(a) JSE listing requirements: Paragraph 3.84(d)
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There is a nomination committee consisting of board members.
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The Board has a Nomination Committee.
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King III Principle 2.22: Paragraph 117 Principle 2.16: Paragraph 45.4 JSE listing requirement: 3.84(a)
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The nominations committee comprises the board chairman and non-executive directors.
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AJ Phillips ( Board Chairman), TDA Ross and NB Langa-Royds are all members of the Nomination Committee.
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King III JSE listing requirement: Paragraph 3.84(b)
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There is a policy addressing division of responsibilities at board level to ensure a balance of power and authority, such that that no one individual has unfettered powers of decision-making.
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The division of responsibilities is addressed by the Board Charter and the Delegation of Authority Document.
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King III Principle 2.17: Paragraph 47JSE listing requirements: 3.84(c)
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The board appoints the CEO.
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The CEO is appointed by the Board.
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Principle 2.16: Paragraphs 37, 38 JSE listing requirement: Paragraph 3.84( c)
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The chairman is an independent non-executive director or in the alternative, a lead independent director has been appointed.
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The Chairman is an Independent Non-Executive Director.
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Principle 2.16: Paragraph 42 JSE listing requirement: Paragraph 3.84( c)
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The chairman has not been the CEO of the company in the last three years.
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The Chairman has not worked for Mpact or its subsidiaries and / or associated companies.
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King III Principle 2.6 JSE listing requirements: Paragraph 3.84(d)
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The company has an audit committee.
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The Company has a dual role committee – which is the Audit and Risk Committee.
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King III Principle 2.23: Paragraph 130 JSE listing requirements: Paragraph 3.84(d)
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There is a board remuneration committee.
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The Board has a Remuneration committee.
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King III Principle 2.23: Paragraph 126
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The nominations committee's terms of reference have been approved by the board and are reviewed every year.
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The Nominations Committee's terms of reference are approved by the Board on an annual basis.
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King III Principle 3.8: Paragraph 59
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There is a board committee (either a risk committee or the audit committee) that assists the board in carrying out its risk responsibilities. (Further questions will refer to a risk committee, even if the audit committee carries out this function.)
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The Audit and Risk Committee is a dual role committee of the Board.
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King III Principle 2.23: Paragraph 127: JSE listing requirements: Paragraph 3.84(d)
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Both of the following are disclosed in the integrated report regarding each board committee: - composition; and - role and mandate.
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King III Principle 2.19: Paragraph 88.2 JSE listing requirements: Paragraph 3.84(d)
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The company discloses: - the number of meetings held each year by the board and each board committee; and - which meetings each director attended (as applicable).
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This information is available in the Corporate Governance Report in the annual Integrated Report.
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JSE listing requirements: Paragraph 3.84(e)
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A brief CV of each director standing for election or re-election at the annual general meeting (AGM) accompanies the notice of the AGM.
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A brief CV of each Director standing for election accompanies the notice of AGM. Disclosure is also incorporated in the Integrated Report.
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King III Principle 2.19: Paragraph 88 JSE listing requirements: Paragraph 3.84(f)
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The integrated report classifies directors as executive, non-executive or independent and provides information about individual directors that shareholders may need to make their own assessments in regard to all of the following: - independence; - education, qualification and experience; - length of service and age; - significant other directorships; - political connections; and - other relevant information.
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This information is contained in the Leadership Section : Director and Management sections of the annual Integrated Report.
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King III Principle 3.9: Paragraph 78 JSE listing requirements: Paragraph 3.84(g)
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The audit committee has defined a policy for non-audit services provided by the external auditor.
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King III Principle 3.6: Paragraph 51 JSE listing requirements: Paragraph 3.84(h)
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The audit committee does both of the following: - considers and satisfies itself of the suitability of the expertise and experience of the financial director every year; and - reviews the finance function every year.
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King III Principle 2.21: Paragraph 97JSE listing requirements: 3.84(j)
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The company secretary is empowered by the board to effectively perform his or her duties.
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The Company Secretary is empowered and has the support of the Chairman and the Board.
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King III Principle 2.21: Paragraph 96
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The board is entitled to both appoint and remove the company secretary.
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The Company Secretary is appointed by the Board and the removal of the Company Secretary lies with the Board as a whole.
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King III Principle 2.21: Paragraph 95; Companies Act: section 85 - 89JSE listing requirements: 3.84(i)
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The company complies with the provisions of the Companies Act, 2008 in relation to the appointment and removal, and the duties allocated to the company secretary.
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The appointment and removal including duties allocated to the Company Secretary are in line with the provisions of the Companies Act 2008.
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King III Principle 2.21: Paragraph 99 - 108
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The role and function of the company secretary are clearly formulated in writing.
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The role of the Company Secretary is not documented in her Letter of appointment. The Letter of appointment simply refers to a pre-defined job description. However, the employee's role is clearly defined in her KPA Agreement and the Company Secretary Questionnaire, both are reviewed on an annual basis.
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King III Principle 3.9: Paragraph 75
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The audit committee recommends to shareholders the appointment, reappointment and removal of the external auditor.
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The audit and risk committee review the performance of the external auditors and makes recommendations to the Board and the shareholders on the appointment and removal of external auditors.
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King III Principle 3.9: Paragraph 76
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The audit committee approves both the external auditor's terms of engagement and remuneration.
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King III Principle 3.9: Paragraph 77
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The audit committee monitors and reports on the external auditor's independence.
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