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AAA |
Highest Application |
AA |
High Application |
BB |
Notable Application |
B |
Moderate Application |
C |
Application to be improved |
L |
Low Application |
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Mpact Limited - 2004/025229/06 |
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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 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 Ethics are embedded throughout the organisation and have been endorsed by management and the Board. |
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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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Through a comprehensive stakeholder identification process and internal policies aligned to the Company strategy, the impact of the company's operations on internal and external stakeholders is fully addressed. |
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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 is governed by the mandate outlined in the Terms of Reference, which ensures that decisions and debates are well informed and that they are based on constructive, fair and transparent information. |
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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 outlined in the Board Charter and the Mpact Code of Ethics which includes the Group's values. |
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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 reviewed and approved the Mpact Code of Ethics which outlined that the company is differentiated by people who are resolute, trustworthy and responsible. The Group’s values are documented in the Code of Ethics and are published on the website. |
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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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Mpact takes into consideration both the impact the Group has on the environment and its involvement in the communities in which it operates. |
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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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Mpact has put controls in place to mitigate the impact of its operations on the environment. Similarly, it has various community social investment programs in place. |
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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 internal policies have been aligned with 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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The company considers its Code of Ethics when pursuing business in all areas and the Group risk management processes are followed for each business opportunity. |
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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 Stakeholders Relationship Policy and Mpact Code of Conduct are the primary guidelines sufficient in promoting and addressing ethical conduct and good corporate citizenship. |
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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. The Board reviews and approves CSI policies as when is necessary. |
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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 review all material risks and all mitigation processes undertaken to satisfy itself that thorough processes have been undertaken. The Audit and Risk Committee allocates at least two meeting per annum to address risk management. The results and recommendations are reported to the Board to ensure that all risks affecting strategy and business plans are dealt with accordingly.
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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 group detailed risk register is reviewed quartely by the Audit and Risk Committee and the Board. Where a reputational risk is identified it is included in the register, it is then assessed in term of probability and impact until it is fully mitigated. |
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Practice: |
The board ensures that the company's ethics performance is assessed, monitored, reported and disclosed. |
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The Company has an whistle blowing facility which encourages reporting of unethical behaviour across the group. The report is tabled at the Audit and Risk Committee on a quarterly basis and all material issues are reported to the Board. |
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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 Ethics is in place which sets out the Group’s standards of integrity and ethics when dealing with suppliers, customers, business partners, stakeholders, Government and society at large. |
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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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Strategy is aligned to the core values of the Company and every employee is expected to subscribe to the Code of Ethics, 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 informs and approves strategy (as opposed to being a passive recipient of strategy as proposed by management). |
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Strategy is developed by management and reviewed and approved by the Board. |
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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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The Board has adopted the triple bottom line reporting structure to ensure that sustainability issues are aligned to strategy. |
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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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The Mpact strategy document addresses the company's focus areas and value drivers. |
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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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The Mpact strategy document is translated into Key Performance areas for management. The Board reviews performance on strategy initiatives on an annual basis. |
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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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The Company strategy has been developed to address long term goals and sustainability of the business. |
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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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The Board policy for directors to take independent advice has been approved by the Board and the policy outline procedure to be followed. |
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Practice: |
Real or perceived conflicts of interest are disclosed to the board and managed appropriately. |
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At each Board meeting a schedule of Directors’ interests is circulated for review and signature. Any possible conflict is dealt with accordingly in line with both the Code of Ethics and the Conflict of Interest Provisions. |
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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 dealing with securities by Directors, Prescribed Officers and selected employees and it is reviewed and updated as when is necessary in line with the amendments to the JSE Listings Requirements. |
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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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The board has unrestricted access to all company information and records and has access to management should they need clarfication on certain matters. |
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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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The Chairman is an Independent Non-Executive Director. |
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Practice: |
The chairperson is not a former CEO. |
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The Chairman has not worked for Mpact or its subsidiaries and / or associated companies. |
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Practice: |
The chairperson is elected by board members every year. |
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The Chairman is appointed annually by the Board. |
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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 Board assesses the performance of the Chairman through the annual evaluation process. The re-appointment of the Chairman is based on the outcome of his annual performance. |
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Practice: |
A formal role description exists for the chairperson. |
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The written role description of the chairman is included in the chairman succession policy and guidelines. |
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Practice: |
There is succession planning in place for the chairperson. |
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There is succession planning in place for the chairman as outlined in the chairman succession policy and guideline document. |
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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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This information is contained in the Integrated Report - Corporate Governance Report. |
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Practice: |
The chairperson of the board is not the chairperson of the remuneration committee. |
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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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The nominations committee reviewed and approved the succession plan for the CEO and senior management regularly. |
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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 review management succession planning annually and has input regarding senior management appointments. Feedback on this matter is reported to the Board. |
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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 Delegation of Authority is reviewed and approved by the Board 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 is documented in writting on both his Letter of Appointment and his Performance Agreement. |
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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 but attends the meetings by invitation. |
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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 and Risk Committee but attends the meetings by invitation. |
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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 but attends the meetings by invitation. |
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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 plan is reviewed and approved annually for Senior Executives by the Remuneration and Nomination Committee. |
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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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The CEO has a performance agreement to measure his performance. This agreement is reviewed annually and is aligned to company strategy and set targets. |
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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 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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This information is included in the Corporate Governance section of the Integrated Report. |
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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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Andrew Thompson has been a board member for more than 9 years. He has however been subject to a rigorous review with regard to his independence and performance. The Board has concluded that he contributes valuable insight and experience to Board deliberations and continues to provide independent and constructive challenge to the executive directors. |
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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 is comprised of six Independent Non-Executive Directors and two Executive Directors. |
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Practice: |
A majority of non-executive directors are independent. |
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All Non-Executive Directors on the Board 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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Both the CEO and the CFO are members of the Board. |
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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 and ensures that the skills and resources of the Board as a whole are adequate and in line with the company strategy. This process is undertaken on an annual basis. |
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Practice: |
The board has considered whether its size, diversity and demographics make it effective. |
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The Board considers it's size, diversity and demographics on an annual basis and have further approved the diversity policy during the year. |
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Practice: |
At least one third of non-executive directors rotates every year. |
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At least one third of the Non-Executive Directors rotate every year in accordance with the Company's Memorandum of Incorporation and the Companies Act No 71 of 2008. |
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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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Andrew Thompson has been a Board Member for more than 9 years. He has however been subject to a rigorous review with regard to his independence and performance on annual basis. The Board has concluded that he contributes valuable insight and experience to Board deliberations and continues to provide independent and constructive challenge to the Executive Directors. |
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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 Directors available for re-election are eligible and contribute to the Board effectively. |
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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 by the Chairman of the Board. |
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Principle 2.19: Directors are appointed through a formal process |
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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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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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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 process followed when appointing Directors is in line with all relevant requirements as well as the 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: |
Details of directors' appointment procedure and composition of board are provided in the integrated report. |
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This information is contained in the Corporate Governance Report in the Group's Integrated Report. |
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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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This information is contained in the Leadership Section : Director and Management sections of the annual Integrated Report. |
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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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This information is available in the Corporate Governance Report in the annual Integrated Report. |
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Practice: |
The nominations committee identifies and participates in selecting board members. |
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The nomination committee assist the board to identify and select board members in line with the committee’s terms of reference. |
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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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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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In accordance with the Directors induction and the Development policy. |
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Practice: |
The board ensures that continuing professional development programmes are implemented.... |
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Professional development programmes are implemented as part of the annual Directors training and updated Directors manual. Non-Executive Directors are also encouraged to visit the operations to get a better understanding of the business. |
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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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The updates on risk changes, laws and the business environment are reported to the Board on a quarterly basis and as and when applicable in between these meeting dates. |
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Practice: |
The board ensures that a formal induction programme is established for new directors. |
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The induction of Directors is outlined in the Director's Induction and Development Policy and it is line with the recommendation of King III. |
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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 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 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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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 and removal including duties allocated to the Company Secretary are in line with the provisions of the Companies Act 2008. |
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Practice: |
The role and function of the company secretary is formalised. |
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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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Practice: |
The nominations committee establishes procedures for appointments to the board and ensures that these are properly carried out. |
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The procedures for appointments to the board are outlined in the Board policy for Directors Appointment Procedure policy and it is the responsibility of the Nomination Committee. |
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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: |
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 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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Remuneration of senior executives is aligned to group and individual performance. |
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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 individual Directors which are used to assess performance on an annual basis. |
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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: |
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 recommendation for re-appointment of Directors due for re-election is based on the performance assessment of each 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 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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The Audit and Risk Committee Terms of Reference addresses all the above. |
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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 Audit and Risk Committee is authorised to obtain independent professional advice as detailed in its Terms of Reference. |
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Practice: |
The risk committee's terms of reference are approved by the board. |
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The Audit and Risk Committee is a joint committee of the Board. The Terms of Reference are reviewed and approved by the Board. |
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Practice: |
The risk committee is chaired by a non-executive director. |
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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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The Audit and Risk Committee's Terms of Reference address all of the above. |
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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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The Risk Committee seeks independent professional advice on any issue within its scope where it considers it appropriate. The cost of such advice is paid by the company. |
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Practice: |
There is a board remuneration committee. |
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The Board has a 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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The terms of reference document addresses all the abovementioned matters. |
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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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The Remuneration and Nomination Committee is entitled to obtain independent professional advice in accordance with the terms of reference. |
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Practice: |
All members of the remuneration committee are non-executive directors. |
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All members of the Remuneration and Nomination Committee are independent non-executive directors. |
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Practice: |
The remuneration committee is chaired by an independent director. |
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The Chairperson of the Remuneration Committee, is 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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The Nominations Committee's terms of reference are approved by the Board on an annual basis. |
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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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The terms of reference for the Nomination Committee addresses of all matters above. |
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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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The Nomination Committee is entitled to obtain independent professional advice in accordance with the Committees terms of reference. |
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Practice: |
There is a nomination committee. |
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The Board has 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: |
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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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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The Company has an Insider Trading Policy reviewed and approved by the Board. |
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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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The Governance Framework is applied as disclosed in the Integrated Report. The Principles within the Corporate Governance Report is applied at all levels of Mpact, including subsidiaries. |
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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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The Principles within the Corporate Governance Report is applied at all levels of Mpact, including subsidiaries. |
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Principle 2.25: The company remunerates its directors and executives fairly. |
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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 Remuneration Policy adequately addresses King III recommendations on remuneration structures. |
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Practice: |
Remuneration policies and practices are aligned with company strategy. |
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The Remuneration policies ensure that alignment to strategy and employees’ rewards are linked to individual and company performance. These policies are reviewed and approved by the Remuneration and Nomination Committee on an annual basis. |
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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 and aligned to company strategy. Its weightings are split between different financial measures, individual performance and safety. |
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Practice: |
Remuneration levels reflect the contribution of senior executives. |
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The performance contribution of senior executives is in line with the Remuneration Policy. Performance of Senior Executives is reviewed and compared to set targets by the Remuneration and Nomination Committee on an annual basis. |
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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 Mpact Share Schemes are designed to meet both short and long terms goals. There is a balance between the two rewarding tools. |
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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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Practice: |
There is no automatic entitlement to bonus or share-based payments on early termination of employment. |
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Performance Bonus and Share-Based payments are at the discretion of the Board and as defined in the Scheme Rules. |
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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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Practice: |
Participation in incentive schemes is limited to employees and executive directors and provides appropriate limits for individual participation. |
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Non-Executive Directors are not participants in the company's incentive share schemes and limits for individual participation are set in line with the Share Scheme Rules. |
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Practice: |
High leveraging of incentive schemes 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 and in line with Share Incentive Rules, following approval by the Remuneration and Nomination Committee. |
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Practice: |
No awards of share options and incentives are allowed in closed periods. |
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The Company's share dealing policy is fully observed and it is line with the JSE Listings Requirements and King III |
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Practice: |
No backdating of awards of share options and incentives is allowed. |
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Share Scheme Rules prohibit such practice in line with the JSE Listings Requirements. |
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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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Practice: |
The value of awards of share options and incentives are not significant in comparison to base pay. |
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The significance of options and incentives is higher among Senior Executives than it is for middle management. Details of the share options and incentives are outlined 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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All Non-Executive Directors' fees comprise both a base fee and an attendance fee per meeting, with the exception of the Chairman's fee which is an all - inclusive fee. |
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Practice: |
Non-executive fees are approved by shareholders in advance by special resolution. |
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The Special Resolution for approval of Non-Executive Directors’ fees is included in the Annual Report for approval by Shareholders. The proposed Directors fees are only paid subsequent to the Shareholders approval. |
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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 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 main performance parameters. |
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Practice: |
The remuneration committee's terms of reference are approved by the board. |
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The Board review and approve the Remuneration terms of reference on an annual basis. |
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Practice: |
The remuneration committee assists the board in setting and administering remuneration. |
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The Remuneration and Nomination Committee review and assess the Remuneration policies to ensure that they remain aligned with good governance standards and market trends on an annual basis. The results are reported to the Board. |
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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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The Remuneration and Nomination Committee reviewed the mix of fixed and variable pay to ensure that they are in line with the Remuneration Policy and agreed key performance areas. |
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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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The Remuneration and Nomination Committee review the performance measures and rules of the share scheme on an annual basis. |
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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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One of the meetings of the Remuneration Committee per annum is dedicated to the review of retirement benefits and medical scheme rules to ensure that they are correctly valued. |
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Practice: |
The remuneration committee selects an appropriate comparative group when comparing remuneration levels. |
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A relevant independent benchmarking tool is used to ensure that remuneration levels are within market trends. |
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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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The Remuneration Committee reviews the executive directors and senior executive's remuneration to ensure that they are aligned to the performance of the Company and approved KPA's. |
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Practice: |
The remuneration committee regularly reviews incentive schemes to ensure continued contribution to shareholder value. |
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The remuneration committee reviews annual share awards and the performance matrix to ensure that they are in line with the share incentive scheme rules and continue to add 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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This is stipulated in the rules to the Share Incentive Scheme. |
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Practice: |
The remuneration committee advises on the remuneration of non-executive directors. |
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The Remuneration Committee reviews and recommends to the Board the remuneration of the non-executive directors on an annual basis. |
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Practice: |
The company has established share-based and/or long-term incentive schemes. |
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The company has an employee incentive scheme which outlines performance conditions for short and long-term incentives. |
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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 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 details re the use of comparative benchmarks. |
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Practice: |
The remuneration report includes justification of salaries paid above median. |
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Certain executives are paid above median and this is based on the review made by the Committee which takes into account business performance and individual performance and experience in thier roles. |
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Practice: |
The remuneration report includes details of material payments that are ex-gratia in nature. |
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No ex-gratia payments were made for FY2016. Nothing was therefore disclosed in the Integrated Report. |
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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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The Remuneration Report only discloses the notice period. |
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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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The nature and period of such restraints are confidential and will therefore not be disclosed. |
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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's terms of reference are approved by the board. |
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The Audit and Risk Committee's Terms of Reference are reviewed and approved by the Board on an annual basis. |
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Practice: |
The audit committee meets at least twice a year. |
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The audit and risk committee meet at least four times a year in line with its terms of reference. |
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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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The audit and risk committee meets with the external and internal auditors on an annual basis without management presence. |
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Practice: |
The nominations committee presents shareholders with suitable candidates for election as audit committee members. |
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The Nomination Committee recommend suitable candidates for election as Audit and Risk Committee members as per the Governance Report and Notice of the Annual General Meeting in the Integrated Report. |
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Practice: |
There is 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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Principle 3.2: Audit committee members are suitably skilled and experienced independent non-executive directors |
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Practice: |
The role of the audit committee is summarised in the integrated report. |
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This information is available in the Corporate Governance Report in the annual Integrated Report, as well as in the Audit and Risk Committee Report. |
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Practice: |
It is disclosed whether the audit committee has adopted formal terms of reference. |
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This is included in the Audit and Risk Committee Report as well as in the Corporate Governance Report. |
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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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This information is included in the Corporate Governance Report. |
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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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This information is 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 shareholders elect the audit committee members at the AGM. |
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The shareholders elect the audit and risk committee members at each AGM as per the Ordinary Resolutions contained in the Integrated Report. |
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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 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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In terms of the Companies Act, the vacancies of the audit and risk committee are filled within 40 days and members are elected by the shareholders at the next AGM. |
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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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The Nomination Committee review the qualification of audit and risk committee members on an annual basis during Board Composition review. |
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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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This is included in the Risk and Audit Committee Report. |
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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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The chairman of the audit and risk committee, he is an independent non-executive directors and he is not the chairman of the Board. |
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Practice: |
The chairperson of the audit committee is selected by the board. |
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Based on the annual evaluations of the board, the Board appoints the Chairman of the audit and risk committee on an annual basis. |
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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 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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The Audit and Risk Committee hold separate meetings with management and with internal and external auditors to ensure that disagreement on auditing matters are addressed objectively. |
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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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The Audit and Risk Committee reviews and approves the Integrated Report. |
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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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The written assessment of the going concern premise of the company is reviewed during interim period and year-end by the Audit and Risk Committee. |
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Practice: |
The audit committee considers the need to issue interim results. |
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The Audit Committee makes recommendations to the Board regarding whether the interim results should be reviewed by the external auditors. |
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Practice: |
The audit committee reviews the content of summarised information. |
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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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The Audit and Risk Committee review and recommend to the Board the engagement of external assurance providers on material sustainability issues. |
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Practice: |
The audit committee evaluates the independence and quality of the external assurance providers on sustainability. |
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The Audit and Risk Committee satisfies itself regarding the independence and quality of the external assurance providers prior to any service being provided. |
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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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Principle 3.5: The audit committee has ensured that a combined assurance model has been applied which provides a coordinated approach to all assurance activities. |
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Practice: |
The audit committee ensures that combined assurance received is appropriate to address all significant risks facing the company. |
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During the year under review, a Combined Assurance process was developed by management and agreed upon with Internal Audit and External Audit. The mapping was compiled to help understand the level of coverage
achieved by each assurance provider in terms of the third level of defence in the Combined Assurance Model. The committee further approved the Integrated Assurance Framework, which covered the innovative and strategic
approach to governance while integrating the company value drivers with the risk and opportunity register. |
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Practice: |
The relationship between the external assurance providers and the company is monitored by the audit committee. |
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The external assurance reports are reviewed by the Audit and Risk Committee. |
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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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The Audit and Risk Committee appoints the chief Audit Executive and reviews the performance of the Chief Audit Executive in accordance with the Terms of Reference. |
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Practice: |
The internal audit plan is approved by the audit committee. |
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The internal audit plan is approved by the audit and risk committee on an annual basis. |
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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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The Company’s internal audit function is outsourced and the Committee has satisfied itself with the independence of the internal audit function. |
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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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The audit and risk committee ensure that the internal audit and external audit scopes are in line with plans to avoid duplication and wastage of resources. |
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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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Practice: |
The terms of reference of the audit committee set out its responsibilities regarding risk management. |
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The Company’s audit committee has a dual responsibility as the audit and risk committee. The terms of reference addresses the responsibility of this committee as the audit committee and as the risk committee. |
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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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The Audit and Risk Committee is a dual role committee of the Board. |
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Practice: |
The risk committee has oversight of the company's risk management function. |
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The Audit and Risk Committee monitors the risk management process as set out in the risk policy and framework. |
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Practice: |
The audit committee discloses in the integrated report the nature and extent of material weaknesses in the design, implementation or execution of financial controls that resulted in material financial loss, fraud or material errors. (Only applicable in the event that there has been material financial loss, fraud or material errors resultant from weakness in financial controls.) |
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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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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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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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The audit and risk committee meet on an annual basis, without the presence of external auditors, to review 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: |
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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This information is included in the Corporate Governance Report as well as in the Audit and Risk Committee Report. |
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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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This is included in the Audit and Risk Committee 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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This information is included in the Audit and Risk Committee Report. |
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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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The chairman of the audit and risk committee report back to the Board on the resolutions and statutory duties of this committee at each Board meeting. |
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Practice: |
The audit committee reports to the shareholders on it's statutory duties. |
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The audit and risk report is included in the integrated report on an annual basis. |
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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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Mpact’s Enterprise Risk Management Policy and Framework has been developed. The Board review and approve the Risk Management Framework as an when is necessary. |
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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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Governance of risk is the responsibility of the Board. It is set out in the Board Charter and the Risk Management Framework which sets out the responsibilities and ownership for risk management within the company. |
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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 Risk Management Policy and Framework outlines the process of risk management, and the compilation of the risk register which covers mitigation processes and various responsibilities and ownership. |
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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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The Company’s Risk Management Framework and Policy is a comprehensive document which ensures compliance with all recommended processes. The policy and framework is reviewed and approved by the Board regularly.
The Risk Management Committee ensures that the risk plan is implemented in line with the risk policy and framework.
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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 table 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 reviews top material risks twice per annum to monitor the companys tolerance and appetite levels for all residual risks after all mitigation processes have been implemented. |
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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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The Audit and Risk Committee ensures that all risks are identified and evaluated in terms of the risk policy and framework and implements risk management in line with the risk plan. |
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Practice: |
The risk committee monitors the whole risk management process. |
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The Audit and Risk Committee monitors the risk management process as set out in the risk policy and framework. |
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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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The Audit and Risk Committee ensures that the effectiveness of risk management activities and responses thereon are in terms of the principles identified in the risk policy and framework. |
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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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Practice: |
The risk committee has a minimum of three members. |
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The Audit and Risk Committee comprises of at least three members and is supported by an Executive Risk Management Committee. |
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Practice: |
The risk committee members collectively have adequate and appropriate knowledge, skills and experience on risk. |
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The Audit and Risk Committee and the Executive Risk Management Committee collectively comprise of independent Directors and of management who collectively have adequate and appropriate knowledge, skills and experience in 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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Management ensures that risk and risk management is reviewed and updated on a regular basis. An oversight of risk management systems and processes are the responsibility of the Executive Risk Management Committee as set out in risk policy and plan.
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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 Company has appointed a suitably qualified Group Risk and Sustainability Manager who is responsible for risk management. |
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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 risk register is a standing agenda 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 set 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 at least two meetings per annum to focus on the assessment of risks across the business. The Executive Risk Management Committee reviews risks on a quarterly basis and any changes to risks is 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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The Board reviews all top residual risks to monitor the Board's tolerance limits. |
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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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Practice: |
The board regularly receives and reviews a register of the company's key risks. |
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Risk management is a standing agenda item for the Audit and Risk Committee on a quarterly basis. All key risks are reviewed by the Audit and Risk Committee and 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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The risk assessment and mitigation process reviews the impact on income streams, critical dependencies and sustainability. |
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Practice: |
The board ensures that key risks are quantified where practicable. |
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The key risks are quantified as per the principles set out in the risk policy and framework. The quantification of these risks is provided in the risk register. |
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Principle 4.10: The Board has ensured that there are processes in place which enable complete, timely, relevant, accurate and accessible risk disclosure to stakeholders. |
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Practice: |
There is disclosure of any material losses and their causes that the company has suffered for the period under review, the effect that these losses have had on the company and the steps taken by the board and the management to prevent a recurrence. |
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The Audit Committee disclosed that no material losses were suffered for the period. Any material losses and their causes, the effect of these losses and the steps taken by the Board and management to prevent a recurrence would be disclosed. |
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Practice: |
There is disclosure of any current, imminent or envisaged risk that is considered to threaten the long-term sustainability of the company. |
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Disclosures of current imminent or envisaged risk considered to threaten the long-term sustainability of the company are included in the Integrated Report. |
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Practice: |
The board discloses its views on the effectiveness of the company's risk management processes. |
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Disclosed in the Audit and Risk Committee Report and the Risk Management sections of the annual Integrated Report. |
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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 agenda. ICT is represented in the Audit and Risk Committee by the Board. ICT strategy has been established and approved by the Audit and Risk Committee and 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. It gives details with regards to guidance, support, effective and efficient management of all the IT resources. |
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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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An effective IT Governance Framework with critical elements of Cobit, ITIL, TOGAF, scrum and Prince2 is in place and was implemented to ensure that there are returns on investment from significant IT projects and to ensure effective IT Risk Management . Clearly defined IT governance structures and processes are in place to ensure effective management of IT and value delivery. |
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Practice: |
The board ensures that an IT charter and policies are established and implemented. |
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An ICT Strategy and Charter have been established and approved by the Audit and Risk Committee and the Board. |
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Practice: |
The board receives independent assurance on the effectiveness of the IT internal controls. |
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An external independent person was appointed to provide the Mpact Board with an independent assurance on the effectiveness of IT internal controls, including outsourced IT services. Similarly, the independent member is required from time to time to join the Mpact ICT Steering Committee to give guidance and advice to Mpact Exco on the alignment of the ICT strategy with that of the business. This includes, but is not limited to, assisting the business in asking ICT the relevant questions and expressing independent opinion on emerging technology trends and their rate of adoption and implementation by various business sectors. |
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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 ICT Strategy is effectively integrated with the Company's strategic processes. ICT is represented at Mancom, Exco, Audit and Risk and Board Meetings. |
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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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A process is in place to identify and exploit opportunities to improve performance and sustainability through the use of ICT. This process is enabled through the ICT Steering Committee and the Programme Management and Governance Office. |
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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 head of IT/ICT attends the Board to give report update on significant IT projects and feedback on the return on investment. |
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Practice: |
Business strategies and objectives and the role of IT in achieving them are clear. |
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A clearly defined IT strategy, informed and aligned with business strategy, is in place and was approved by the Board. The IT Strategy is informed by current and future positioning of the business. This strategy is reviewed on an annual basis and as and when the need arises. |
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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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A clearly defined IT governance framework, processes and principles are in place and applied to the supply chain for the acquisition and disposal of all IT goods and 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 have been incorporated into the corporate risk and opportunities register and a full report is presented to the Audit and Risk Committee for review and approval. |
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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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An information security capability has been established which focuses on putting in place effective security measures to prevent severe security breaches that might be experienced by the organisation, resulting in loss of reputation, downgrading of share price, or worse. Similarly, an information Security Strategy and Policy and Business Continuity Management Strategy and Policy are in place to ensure that the company has adequate business resilience. |
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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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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 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: |
The company has a system in place to ensure compliance with all applicable laws. |
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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: |
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: |
Management has established the appropriate structures; educates, trains and communicates; and measures compliance. |
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Although the Company had completed the process of ensuring that Mpact complies with all Regulations and has implemented the Regulatory Compliance Manual to ensure followup and maintenance of compliance process. The delegation of Legal Compliance and the process to follow with regard to implementation of Regulatory updates is not formally documented. |
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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 Company Secretary, together with the Internal Audit function, the Legal Adviser and the Risk Management function, assist the Board in ensuring that there is an appropriate process in place with respect to legal compliance. Compliance with laws and Regulations is reported to the Audit and Risk Committee. |
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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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The company has various key role players within the group, with the expertise and skills to ensure compliance: Legal Counsel, Company Secretary, Risk Manager and the Auditors etc. |
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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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The Board approved the Mpact Regulatory Universe Policy which ensures legal compliance across the Group. |
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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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The assurance on the effectiveness of the internal controls on compliance with laws that the Board receives is in line with internal and external audit plans and the update report on compliance matters report to the Board. |
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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: |
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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Practice: |
The company has established an internal audit function. |
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KPMG has been appointed as Internal auditors of the Company. |
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Practice: |
The internal audit function evaluates the company's governance processes. |
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The internal audit function evaluates the governance processes as applicable through the execution of a 3 year rolling internal audit which is compiled with input from management and approved by the Audit and Risk Committee. |
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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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The Internal audit provided a written assessment on the system of internal control and risk management (negative assurance) for the financial year ended 31 December 2016. Assurance of risk management by internal audit is implemented in phases in accordinance with the internal audit plan. |
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Practice: |
The internal audit function systematically analyses and evaluates business processes and associated controls. |
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Internal Audit, in executing the approved internal audit plan, evaluates the control environment in the business process being reviewed. Internal audit then reports on the findings made to both executive management and the Audit and Risk Committee. |
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Practice: |
The internal audit function adheres to the IIA Standards and code of ethics. |
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Internal audit methodology is aligned to the Institute of Internal Auditors' Standards for the Professional Practice of Internal Auditing 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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The internal audit function report to the Audit and Risk Committee on findings during audit and reviews. |
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Principle 7.3: Internal Audit should provide a written assessment of the effectiveness of the company’s system of internal controls and risk management. |
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Practice: |
Internal controls are established not only over financial matters, but also operational, compliance and sustainability issues. |
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The effectiveness of the internal control environment is considered when executing the Internal Audit plan as approved by the Audit and Risk Committee. |
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Practice: |
Internal audit provides a written assessment of the system of internal controls and risk management to the board. |
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Internal audit provided the Board with a written assessment of the system of internal controls. |
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Practice: |
Internal audit provides a written assessment of internal financial controls to the audit committee. |
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An annual documented review over the key financial controls is not performed by the Internal Audit Function. Key financial controls are identified through the audits performed on the internal audit plan. This follows the decision to ensure best coverage of the Group's internal controls through a rotational and risk-based approach. The Audit and Risk Committee has approved this approach, with the view to the External Auditors providing oversight and assurance over financial statements through the statutory audits. |
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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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The internal audit function has internal processes to ensure independence. The Audit and Risk Committee also review the independence of the internal audit function on an annual basis. |
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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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The Chief Audit Executive does not have a standing invitation to attend executive committee meetings. The Internal Audit function is outsourced, but the Chief Audit Executive has full access to management and any information required. In addition the Chief Audit Executive meets regularly with the CFO to discuss progress and any other relevant issues. |
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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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The Chief Audit Executive ensures that appropriate skills are allocated to audit and the Audit and Risk Committee reviews performance of the internal audit function to ensure that appropriate skills are assigned to the auditing process. |
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Practice: |
The CAE develops and maintains a quality assurance and improvement programme. |
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The internal audit function is outsourced to KPMG who have a quality assurance process as well as a training program/function for internal audit staff. |
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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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An all inclusive stakeholder communication process addresses the gap on reputational perceptions and company performance. This is done through a number of various mediums relevant to each stakeholder as referenced in the Sustainability and Integrated Report. |
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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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A report on stakeholder engagement is included on the agenda for every meeting of the Social and Ethics Committee and the Audit and Risk Committee. Progress and concerns are reported to the Board through these committee reports. |
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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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The Group has a Stakeholder Engagement Policy which identifies its Stakeholders and formalises its interaction with these stakeholders. This policy forms part of the Group Risk Management Framework. |
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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 Group's Stakeholder Policy, Engagement Policy and the Group Communications Strategy, which deal with this process, are reviewed annually to identify and correct any gaps. |
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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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The Group has a Stakeholder Engagement Policy which formalises its interaction with its identified stakeholders, as well as a Group Communications Strategy that deals with managing relationships with relevant stakeholder groups. |
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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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The Board reviews and approves the Stakeholder Engagement Policy as an when necessary. Regular reports on stakeholder engagements are tabled at the Social and Ethics Committee and reported to the Board. |
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Practice: |
The board encourages shareholders to attend the AGMs. |
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The notice of AGM is included in the Integrated Report, released on SENS and posted to the Group's website. |
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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. |
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Practice: |
The board ensures that minority shareholders are protected. |
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The MOI stipulates the equal treatment of all shareholders and Minority Shareholders are protected through equal treatment and equal information shared regardless of their share value. |
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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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The Board has adopted a stakeholder communication guidelines that support a responsible communication programme. |
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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 Group's external auditor provides assurance on the Annual Financial Statements and their independant Auditor's Report is contained in our Integrated Report. The other information contained in the Sustainability Review has been scrutinised by the Group's own internal control function, as well as by external assurance providers where this has been deemed relevant and necessary. |
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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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The effects of the Group's operations on the environment and / or society are contained in the Integrated 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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Principle 9.3: Sustainability reporting and disclosure should be independently assured. |
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Practice: |
Sustainability reporting is independently assured. |
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While the IR is not independently assured as a whole, most of the material issues relevant and crucial to the business have been externally assured. |
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Practice: |
The scope of independent assurance over sustainability report is disclosed in the integrated report. |
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The Sustainability Report is not independently assured as a whole but external assurance providers have been disclosed on those sustainability material issues that have been externally assured. |
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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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