|
|
|
|
AAA |
Highest Application |
AA |
High Application |
BB |
Notable Application |
B |
Moderate Application |
C |
Application to be improved |
L |
Low Application |
|
|
City Lodge Hotels Limited - 1986/002864/06 |
|
Applied / Partially Applied / Not Applied |
|
|
|
|
|
|
|
|
Principle 1.1: The Board provides effective leadership based on ethical foundation |
|
|
|
Practice: |
The board sets the values to which the company will adhere to and these are formulated in the company's code of conduct. |
|
|
|
|
|
Practice: |
The board ensures that the board's and management's conduct sets an example in that it aligns to the company values. |
|
|
|
|
|
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. |
|
|
|
|
|
Practice: |
All deliberations, decisions and actions of board are based on fairness, accountability, responsibility, transparency. |
|
|
|
|
|
Practice: |
Directors in performing their stewardship role exercise the following five moral duties: conscience, care, competence, commitment, courage. |
|
|
|
|
|
|
|
|
|
Principle 1.2: The Board ensures that the company is and is seen to be a responsible corporate citizen |
|
|
|
Practice: |
The board satisfies itself that the strategy and business plans are not encumbered by risks that have not been thoroughly examined by management. |
|
|
|
|
|
Practice: |
The board considers not only financial performance, but also the impact of the company's operations on society and the environment. |
|
|
|
|
|
Practice: |
The board protects, enhances and invests in the wellbeing of the economy, society and the environment. |
|
|
|
|
|
Practice: |
The board ensures that the company performance and interaction with its stakeholders is guided by the Constitution and the Bill of Rights. |
|
|
|
|
|
Practice: |
Evaluating and managing the risks of doing business in weak governance zones forms an important component of risk management. |
|
|
|
|
|
Practice: |
The board ensures that collaborative efforts with stakeholders are embarked upon to promote ethical conduct and good corporate citizenship. |
|
|
|
|
|
Practice: |
The board ensures that measurable corporate citizenship programmes and policies are developed and implemented. |
|
|
|
|
|
|
|
|
|
Principle 1.3: The Board ensures that the company ethics are managed effectively |
|
|
|
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. |
|
Ethical risks and opportunities are assessed as part of the risk management process and if determined significant enough for inclusion in the group risk register assigned the appropriate rating in terms of severity and probability. An ethics risk profile has however not been compiled. |
|
|
|
|
Practice: |
The board ensures that the company's ethics performance is assessed, monitored, reported and disclosed. |
|
|
|
|
|
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. |
|
|
|
|
|
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. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principle 2.2: The Board appreciates that the strategy, risk, performance and sustainability are inseparable |
|
|
|
Practice: |
The board informs and approves strategy (as opposed to being a passive recipient of strategy as proposed by management). |
|
|
|
|
|
Practice: |
Board takes steps to ensure that long-term planning will result in sustainable outcomes taking account of people, planet, profit. |
|
|
|
|
|
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. |
|
|
|
|
|
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. |
|
|
|
|
|
Practice: |
The board considers sustainability a business opportunity; i.e. long-term sustainability is linked to strategy and guides strategy. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principle 2.14: The Board and its directors act in the best interests of the company |
|
|
|
Practice: |
Directors are permitted to take independent advice in connection with their duties at company cost following a board approved procedure. |
|
In accordance with the policy and procedure for obtaining independent professional advice. |
|
|
|
|
Practice: |
Real or perceived conflicts of interest are disclosed to the board and managed appropriately. |
|
|
|
|
|
Practice: |
The company has a policy regarding dealing in securities by directors, officers and selected employees. (Only applicable if listed company.) |
|
|
|
|
|
Practice: |
The board has unrestricted access to all company information, records, documents and property subject to following a board approved process. |
|
|
|
|
|
|
|
|
|
|
|
|
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. |
|
|
|
Practice: |
The chairperson is an independent non-executive director. |
|
By virtue of his substantial interest in one of the company’s BEE shareholders, the chairman is not regarded as independent. In accordance with the provisions of the LSE LR (3.84 (c) and King III) the board has appointed a lead independent director to provide leadership and advice to the board in instances when the chairman has a conflict of interest. |
|
|
|
|
Practice: |
The chairperson is not a former CEO. |
|
|
|
|
|
Practice: |
The chairperson is elected by board members every year. |
|
|
|
|
|
Practice: |
It is disclosed whether the chairperson is an independent non-executive director and if not, the reason for it. |
|
|
|
|
|
Practice: |
The chairperson of the board is not the chairperson of the remuneration committee. |
|
The chairman of the board does however fulfils the role of chairman in respect of the nominations committee. |
|
|
|
|
Practice: |
The nominations committee oversees a formal succession plan for the board, CEO and certain senior executive appointments. |
|
|
|
|
|
Practice: |
The chairman ability to add value, and his performance against what is expected of his role and function is assessed every year. |
|
Informally by the lead independent director.
|
|
|
|
|
Practice: |
A formal role description exists for the chairperson. |
|
|
|
|
|
Practice: |
There is succession planning in place for the chairperson. |
|
|
|
|
|
|
|
|
|
Principle 2.17: The Board has appointed the Chief Executive Officer and has established a framework for the delegation of authority |
|
|
|
Practice: |
The board defines its own level of materiality and approves a delegation of authority framework. |
|
Needs to be reviewed and formalised. |
|
|
|
|
Practice: |
The role and function of the CEO is formalised. |
|
The CE's responsibilities are documented in a formal job description. |
|
|
|
|
Practice: |
The CEO is not a member of the remuneration committee. |
|
Although not a member of the Remcom, the CE attends by invitation. |
|
|
|
|
Practice: |
The CEO is not a member of the audit committee. |
|
CE attends by invitation. |
|
|
|
|
Practice: |
The CEO is not a member of the nomination committee. |
|
Although not a member of the Remcom, the CE attends meetings by invitation. |
|
|
|
|
Practice: |
There is a formal succession plan in place for the CEO and other senior executives. |
|
|
|
|
|
Practice: |
The board appoints the CEO. |
|
|
|
|
|
Practice: |
The board has input in other senior executive appointments. |
|
|
|
|
|
Practice: |
There is a benchmark; i.e. performance measures, in place to evaluate the performance of the CEO. |
|
|
|
|
|
|
|
|
|
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. |
|
|
|
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. |
|
|
|
|
|
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. |
|
|
|
|
|
Practice: |
The nominations committee recommends eligibility of prospective directors on the basis of past performance, contribution and the objectivity of business judgement calls. |
|
|
|
|
|
Practice: |
The board comprises a majority of non-executive directors. |
|
Currently 7 non-executive directors and 2 executive directors. |
|
|
|
|
Practice: |
A majority of non-executive directors are independent. |
|
6 of the 7 non-executive directors are independent. |
|
|
|
|
Practice: |
The board has a minimum of two executive directors - the CEO and the director responsible for finance. |
|
|
|
|
|
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. |
|
|
|
|
|
Practice: |
The board has considered whether its size, diversity and demographics make it effective. |
|
|
|
|
|
Practice: |
At least one third of non-executive directors rotates every year. |
|
|
|
|
|
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. |
|
|
|
|
|
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. |
|
Informally, would not be eligible for re-election otherwise. |
|
|
|
|
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.††††† |
|
The board as a whole, on an annual basis, most recently May 2016, reviews the independence of the directors. |
|
|
|
|
|
|
|
|
Principle 2.19: Directors are appointed through a formal process |
|
|
|
Practice: |
Details of directors' appointment procedure and composition of board are provided in the integrated report. |
|
|
|
|
|
Practice: |
The board makes full disclosure regarding individual directors to enable shareholders to make their own assessment of directors. |
|
|
|
|
|
Practice: |
Reasons for the removal, resignation or retirement of directors are provided. |
|
In the event that there has been a removal, retirement or resignation. |
|
|
|
|
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. |
|
The board charter stipulates that the procedure for appointments to the board should be formal and transparent and is matter for the board as a whole, assisted where necessary by the Remcom.
A policy covering the selection and appointment of directors to the Board has been formalised and adopted. |
|
|
|
|
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 . |
|
The approved policy for the selection and appointment of directors covers the screening and investigation of nominees, including the JSE fit and proper test. |
|
|
|
|
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. |
|
By signing their letter of appointment, which makes reference to the company's code of ethics and conduct, time commitment, remuneration and directors' and officers' liability insurance, NEDs agree to the terms relating thereto. |
|
|
|
|
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. |
|
|
|
|
|
Practice: |
The nominations committee identifies and participates in selecting board members. |
|
|
|
|
|
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. |
|
|
|
|
|
|
|
|
|
Principle 2.20: The induction of and ongoing training, as well as the development of directors are conducted through a formal process |
|
|
|
Practice: |
The board ensures that inexperienced directors are developed through mentorship programmes. |
|
The board charter provides that the chairman is responsible for ensuring that board members are properly inducted, mentored if necessary and provided with ongoing training.
Upon appointment all directors are offered the benefit on an induction programme and are briefed on their responsibilities by the company's JSE Sponsor.
Inexperienced directors will be developed through a mentorship programme.
Continuing professional development programmes are available to enable directors to keep abreast with changes (in risks, laws and the environment). |
|
|
|
|
Practice: |
The board ensures that continuing professional development programmes are implemented.... |
|
Continuing professional development programmes are available.
Directors are kept up to date on business, as well as governance and legislative developments.
Immeidately following appointment, new directors are undergo an induction programme which includes a presentation from the company's JSE sponsor, operational visits, detailed background documentation and visits with senior management.. |
|
|
|
|
Practice: |
The board ensures that directors receive regular briefings on changes in risks, laws and the business environment. |
|
|
|
|
|
Practice: |
The board ensures that a formal induction programme is established for new directors. |
|
|
|
|
|
|
|
|
|
Principle 2.21: The Board is assisted by a competent, suitably qualified and experienced company secretary. |
|
|
|
Practice: |
The company secretary is empowered by the board to effectively perform his duties. |
|
|
|
|
|
Practice: |
The company secretary is appointed and removed by board. |
|
Provided for in the board charter and is in compliance with the Act. |
|
|
|
|
Practice: |
The company complies with the provisions of the Companies Act, 2008 in relation to the appointment and removal of the company secretary. |
|
|
|
|
|
Practice: |
The nominations committee establishes procedures for appointments to the board and ensures that these are properly carried out. |
|
There is a Board approved policy for selection and appointment to the Board is in place. |
|
|
|
|
Practice: |
The role and function of the company secretary is formalised. |
|
The role (purpose) and function (responsibilities) of the company secretary are set out in her job description. |
|
|
|
|
|
|
|
|
Principle 2.22: The evaluation of the Board, its committees and individual directors is performed every year. |
|
|
|
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. |
|
|
|
|
|
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. |
|
|
|
|
|
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. |
|
No formal performance criteria in place.
The board and committee charters details the responsibilities of board, the directors and the committees.
Performance of individual directors is assessed informally, and on a continuous basis, by the chairman. The Board and various committees assess their effectiveness annually by participating in an online self-assessment. Any areas of concerns are addressed. |
|
|
|
|
Practice: |
The results of performance evaluation are used to identify training needs for directors. |
|
|
|
|
|
Practice: |
The nomination for re-appointment of a director only occurs after the evaluation of the performance and attendance of the director. |
|
|
|
|
|
|
|
|
|
Principle 2.23: The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities. |
|
|
|
Practice: |
The composition and role of each board committee are disclosed. |
|
|
|
|
|
Practice: |
The names and details of any external advisers who regularly attend or are invited to attend committee meetings are disclosed. |
|
Invitees roles only are detailed, not names. |
|
|
|
|
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. |
|
|
|
|
|
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. |
|
Obtaining independent professional advice is subject to the policy and procedure for obtaining independent professional advice. |
|
|
|
|
Practice: |
The risk committee's terms of reference are approved by the board. |
|
|
|
|
|
Practice: |
The risk committee is chaired by a non-executive director. |
|
|
|
|
|
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. |
|
|
|
|
|
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. |
|
In accordance with the policy and procedure for obtaining independent professional advice. |
|
|
|
|
Practice: |
There is a board remuneration committee. |
|
|
|
|
|
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. |
|
|
|
|
|
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. |
|
In accordance with the policy and procedure for obtaining independent professional advice. |
|
|
|
|
Practice: |
All members of the remuneration committee are non-executive directors. |
|
|
|
|
|
Practice: |
The remuneration committee is chaired by an independent director. |
|
|
|
|
|
Practice: |
The nominations committee's terms of reference are approved by the board. |
|
|
|
|
|
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. |
|
|
|
|
|
Practice: |
The majority of members of the nominations committee are independent. |
|
|
|
|
|
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. |
|
In accordance with the policy and procedure for obtaining independent professional advice. |
|
|
|
|
Practice: |
There is a nomination committee. |
|
|
|
|
|
|
|
|
|
Principle 2.24: A governance framework has been agreed upon between the group and its subsidiary Boards |
|
|
|
Practice: |
The integrated report provides details of the implementation and adoption of policies, processes or procedures of the holding company by subsidiary company(ies). |
|
|
|
|
|
Practice: |
There is a governance framework between the group and its subsidiary boards. |
|
|
|
|
|
Practice: |
There are formal policies and practices in place to ensure equal treatment of shareholders within the group. |
|
|
|
|
|
Practice: |
Insider Trading is dealt with in terms of relevant stock exchange rules. |
|
|
|
|
|
Practice: |
Implementation and adoption of policies, processes or procedures of the holding company are considered and approved by the subsidiary company. |
|
Subsidiaries, by implication, follow the policies and procedures in place for the holding company. |
|
|
|
|
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. |
|
|
|
|
|
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. |
|
|
|
|
|
|
|
|
|
Principle 2.25: The company remunerates its directors and executives fairly. |
|
|
|
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. |
|
|
|
|
|
Practice: |
Share incentive awards and options are granted regularly and consistently, generally once a year. |
|
|
|
|
|
Practice: |
No awards of share options and incentives are allowed in closed periods. |
|
|
|
|
|
Practice: |
The remuneration report includes details of retention benefits paid. |
|
|
|
|
|
Practice: |
The remuneration report includes details of limits for participation in incentive schemes. |
|
|
|
|
|
Practice: |
Performance measures for vesting of share options and the reasons for choosing them are disclosed in the remuneration report. |
|
|
|
|
|
Practice: |
The remuneration report includes details of main performance parameters. |
|
The STI payable is made up of 65 financial and 35 non-financial measures.
Financial measures are measured against predetermined targets whilst non-financial measures comprise individual KPA's which in turn have reference to the group's strategic objectives. |
|
|
|
|
Practice: |
The remuneration committee's terms of reference are approved by the board. |
|
|
|
|
|
Practice: |
The remuneration committee assists the board in setting and administering remuneration. |
|
|
|
|
|
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. |
|
|
|
|
|
Practice: |
The remuneration committee satisfies itself as to the accuracy of recorded performance measures that govern vesting of incentives. |
|
|
|
|
|
Practice: |
No backdating of awards of share options and incentives is allowed. |
|
|
|
|
|
Practice: |
Awards of share options and incentives are subject to a vesting period from 3 to 10 years. |
|
|
|
|
|
Practice: |
Remuneration policies and practices are aligned with company strategy. |
|
City Lodge is committed to developing, implementing and upholding total rewards strategies and practices which are consistent with, and aligned to the vision, mission, values, and business objectives of the Company. Reward policies and practices are aligned to the achievement of overall business strategy and objectives.
The City Lodge total reward strategy aims, amongst other things, to align reward practices with business strategy through a process of analysis, thereby ensuring that its reward practices serve the business objectives.
The company endeavours to communicate and translate strategic objectives into earning opportunities for each employee or group of employees (teams) through the implementation of reward schemes, i.e. incentive and recognition plans. This results in linking reward to contracted outputs and results in line with the business strategy.
Performance is reviewed as follows:
• annually through the development appraisal system;
• for middle management, bi-annually through the Performance Appraisal Linked Bonus Scheme (“PAL”);
• for exco, through the Executive Committee Performance Management Scheme which measures financial measures, PAL, bi-annually and non-financials measures, which are linked to company strategy, annually;and
• annually in the case of the executive directors in terms of the Executive Director Bonus Scheme.
|
|
|
|
|
Practice: |
The remuneration committee ensures that all benefits, including retirement benefits and other financial arrangements are justified and correctly valued. |
|
|
|
|
|
Practice: |
The remuneration committee selects an appropriate comparative group when comparing remuneration levels. |
|
|
|
|
|
Practice: |
The remuneration committee ensures that remuneration levels reflect the contribution of senior executives and executive directors. |
|
|
|
|
|
Practice: |
The remuneration committee regularly reviews incentive schemes to ensure continued contribution to shareholder value. |
|
|
|
|
|
Practice: |
Incentives are based on targets, both financial and sustainability related, that are stretching, verifiable and relevant. |
|
|
|
|
|
Practice: |
Multiple performance measures are used to avoid manipulation of results or poor business decisions. |
|
Incentives comprise financial and non-financials measures. |
|
|
|
|
Practice: |
Remuneration levels reflect the contribution of senior executives. |
|
|
|
|
|
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. |
|
|
|
|
|
Practice: |
Employment contracts do not commit the company to pay on termination arising from an executive's failure. |
|
|
|
|
|
Practice: |
There is no automatic entitlement to bonus or share-based payments on early termination of employment. |
|
|
|
|
|
Practice: |
There is no provision in employment contracts for severance as result of change in control of company. |
|
|
|
|
|
Practice: |
Participation in incentive schemes is limited to employees and executive directors and provides appropriate limits for individual participation. |
|
|
|
|
|
Practice: |
High leveraging of incentive schemes is avoided. |
|
|
|
|
|
Practice: |
The value of awards of share options and incentives are not significant in comparison to base pay. |
|
The value of LTI is not significant when compared to the base pay of head office management and the hotel managers.
The level of significance increases for exco (and particularly the executive directors) by virtue of their contribution and responsibilities. The value of awards has been benchmarked and is in line with market norms. |
|
|
|
|
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. |
|
|
|
|
|
Practice: |
Non-executive fees comprise a base fee and attendance fee per meeting. |
|
NEDs are paid a fixed fee for their services on the board and committees.In reaching this decision, the board considered both the King III recommendation that NEDs fees comprise a base fee as well as an attendance fee, and meeting attendance. |
|
|
|
|
Practice: |
Non-executive fees are approved by shareholders in advance by special resolution. |
|
|
|
|
|
Practice: |
The company has established share-based and/or long-term incentive schemes. |
|
Executive Share Incentive Scheme
Share Appreciation Right Scheme
Deferred Bonus Plan
Restricted Share Plan |
|
|
|
|
Practice: |
The remuneration committee considers the appropriateness of early vesting of share-based schemes at the end of employment. |
|
|
|
|
|
Practice: |
The remuneration committee advises on the remuneration of non-executive directors. |
|
|
|
|
|
|
|
|
|
Principle 2.26: The company has disclosed the remuneration of each individual director and prescribed officer. |
|
|
|
Practice: |
The remuneration report is included in the integrated report. |
|
|
|
|
|
Practice: |
The remuneration report includes details of all benefits paid and awarded to directors. |
|
|
|
|
|
Practice: |
The remuneration report includes an overview of the policy on base pay. |
|
|
|
|
|
Practice: |
The remuneration report includes details re the use of comparative benchmarks. |
|
|
|
|
|
Practice: |
The remuneration report includes justification of salaries paid above median. |
|
|
|
|
|
Practice: |
The remuneration report includes details of material payments that are ex-gratia in nature. |
|
|
|
|
|
Practice: |
The remuneration report includes the term of executive service contracts as well as the notice period for termination. |
|
No term of service, but notice periods are provided for and disclosed. |
|
|
|
|
Practice: |
The nature and period of restraint provided for in executive service contracts are disclosed in the remuneration report. |
|
No restraints of trade in place for any staff. |
|
|
|
|
Practice: |
The maximum and the expected potential dilution as a result of incentive awards are disclosed in the remuneration report. |
|
The effects of dilution are taken into consideration in determining the diluted earnings and headline earnings per share calculations and are disclosed in the financial statements which form part of the integrated report.
|
|
|
|
|
Practice: |
Details of the non-executive directors' fees, including those fees payable for serving on a board committee are disclosed in the remuneration report. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principle 3.1: The Board has ensured that the company has an effective and independent audit committee |
|
|
|
Practice: |
The audit committee's terms of reference are approved by the board. |
|
|
|
|
|
Practice: |
The audit committee meets at least twice a year. |
|
|
|
|
|
Practice: |
The audit committee meets with the external and internal auditors without management being present at least once a year. |
|
|
|
|
|
Practice: |
The nominations committee presents shareholders with suitable candidates for election as audit committee members. |
|
|
|
|
|
Practice: |
There is an audit committee |
|
|
|
|
|
|
|
|
|
Principle 3.2: Audit committee members are suitably skilled and experienced independent non-executive directors |
|
|
|
Practice: |
The role of the audit committee is summarised in the integrated report. |
|
|
|
|
|
Practice: |
It is disclosed whether the audit committee has adopted formal terms of reference. |
|
|
|
|
|
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. |
|
|
|
|
|
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. |
|
Period of service on the committee is not disclosed, however date of appointment is detailed for new appointments |
|
|
|
|
Practice: |
The integrated report includes information regarding any other roles assigned to the audit committee by the board. |
|
|
|
|
|
Practice: |
The shareholders elect the audit committee members at the AGM. |
|
|
|
|
|
Practice: |
The audit committee consists of at least three members. |
|
|
|
|
|
Practice: |
All members of the audit committee are independent non-executive directors. |
|
|
|
|
|
Practice: |
Audit committee members collectively have knowledge and experience on financial risks, financial and sustainability reporting, and internal controls. |
|
|
|
|
|
Practice: |
Audit committee members collectively have knowledge and experience on corporate law. |
|
|
|
|
|
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. |
|
|
|
|
|
Practice: |
The board fills vacancies on the audit committee that arise until the next AGM when the formal election is done by shareholders . |
|
|
|
|
|
Practice: |
The nominations committee evaluates whether audit committee members collectively have basic level of qualification and experience. |
|
Informally.
Done annually, most recently May 2016, at both the Audit Committee and Board meetings respectively. |
|
|
|
|
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. |
|
|
|
|
|
|
|
|
|
|
|
|
Principle 3.4: The audit committee oversees integrated reporting |
|
|
|
Practice: |
The audit committee recommends the integrated report for approval by the board. |
|
|
|
|
|
Practice: |
The audit committee arbiters between the management and the external auditors when there is a disagreement on auditing and accounting matters. |
|
|
|
|
|
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. |
|
|
|
|
|
Practice: |
The audit committee reviews a documented assessment by the management of the going concern premise of the company. |
|
|
|
|
|
Practice: |
The audit committee considers the need to issue interim results. |
|
|
|
|
|
Practice: |
The audit committee reviews the content of summarised information. |
|
|
|
|
|
Practice: |
The audit committee engages the external auditors to provide assurance on the summarised financial information. |
|
|
|
|
|
Practice: |
The audit committee recommends to the board the whether to engage an external assurance provider on material sustainability issues. |
|
No assurance has been sought to date. |
|
|
|
|
Practice: |
The audit committee evaluates the independence and quality of the external assurance providers on sustainability. |
|
No assurance has been provided. |
|
|
|
|
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. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principle 3.7: The audit committee should be responsible for overseeing internal audit |
|
|
|
Practice: |
The audit committee is responsible for the appointment, performance assessment and/or dismissal of the CAE or outsourced internal audit service provider. |
|
|
|
|
|
Practice: |
The internal audit plan is approved by the audit committee. |
|
|
|
|
|
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. |
|
|
|
|
|
Practice: |
The audit committee oversees cooperation between external and internal audit to avoid overlapping of audit scope. |
|
|
|
|
|
Practice: |
The audit committee ensures that the internal audit function is subjected to an independent quality review as and when it determines it appropriate. |
|
In 2014 KPMG Internal Audit, Risk and Compliance was assessed by an accredited external reviewer on its conformance to the International Standards for the Professional Practice of Internal Auditing and it was concluded that KPMG’s Quality Assurance and Improvement Program is adequate and effective to ensure general conformance with the Definition of Internal Auditing, Code of Ethics and the Standards for professional practice of internal auditing.
Despite the internal audit function being outsourced it is considered best practice for the assessment to be carried out every 3 to 5 years. |
|
|
|
|
|
|
|
|
Principle 3.8: The audit committee is an integral component of the risk management process. |
|
|
|
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. |
|
|
|
|
|
Practice: |
The terms of reference of the audit committee set out its responsibilities regarding risk management. |
|
|
|
|
|
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. |
|
|
|
|
|
Practice: |
There is a risk committee consisting of board members. |
|
|
|
|
|
Practice: |
The risk committee has oversight of the company's risk management function. |
|
|
|
|
|
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.) |
|
|
|
|
|
|
|
|
|
Principle 3.9: The audit committee is responsible for the recommending the appointment of the external auditor and overseeing the external audit process. |
|
|
|
Practice: |
The audit committee recommends to shareholders the appointment, reappointment and removal of external auditors. |
|
|
|
|
|
Practice: |
The audit committee approves the external auditors' terms of engagement and remuneration. |
|
|
|
|
|
Practice: |
The audit committee monitors and reports on the external auditor's independence. |
|
|
|
|
|
Practice: |
The audit committee defines a policy for non-audit services provided by the external auditor. |
|
|
|
|
|
Practice: |
The audit committee reviews any accounting and auditing concerns identified as a result of the internal or external audit. |
|
None to date.
In the event that there are concerns they will be reviewed. |
|
|
|
|
Practice: |
The audit committee is informed of any Reportable Irregularities identified and reported by the external auditor. |
|
The auditors make a statement to this effect in their report.
No reportable irregularities have been identified to date. |
|
|
|
|
Practice: |
The audit committee reviews the quality and effectiveness of the external audit process. |
|
|
|
|
|
|
|
|
|
Principle 3.10: The audit committee has reported to the board and the shareholders as to how it has discharged its duties. |
|
|
|
Practice: |
There is a description in the integrated report of how the audit committee carried out its functions in the period under review. |
|
|
|
|
|
Practice: |
A statement on whether the audit committee is satisfied that the auditor is independent of the company is included in the integrated report. |
|
|
|
|
|
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. |
|
|
|
|
|
Practice: |
The audit committee reports internally to the board on its statutory duties and duties assigned to it by the board. |
|
|
|
|
|
Practice: |
The audit committee reports to the shareholders on it's statutory duties. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principle 4.1: The Board is responsible for the governance of risk. |
|
|
|
Practice: |
A policy and plan for a system and process of risk management have been developed. |
|
The board, with assistance form the Risk Committee, is responsible for the governance and effective management of risk.
The Risk Committee has been mandated to assist the board in ensuring that the company has implemented an effective policy and plan for risk management and that the disclosure regarding risk is comprehensive, timely and relevant.
Risk is managed at group level through the risk committee and exco and at function levels by the various business units, namely operations, sales and marketing, human resources, finance, IT and Governance/Compliance.
The risk committee and exco meets 3 and 4 times a year, respectively.
The initial identification and evaluation of risk and management thereof rests with exco. Risk is accordingly a standing item on the exco agenda.
The group risk register (detailing the risks facing the company, their cause and impact, the strategies in place to mitigate the risk, the severity and probability of the risk and the risk owner) is formally reviewed on an annual basis and progress in managing the group's significant risks is reported at each meeting of the various committees and the board. The various committee's, at each meeting, also consider whether any issues have come to light which impact the risk profile of the group or which should be added to the risk register.
The company's material risks are disclosed in the integrated report.
Internal audit reviews the effectivensss of internal controls and reports thereon at each audit committee and annually concludes on the overall effectiveness.
The risk committee reviews uninsured, uninsurable and insurance risks and the adeqaucy of cover.
|
|
|
|
|
Practice: |
The board's responsibility for risk governance is expressed in the board charter and risk policy and plan. |
|
|
|
|
|
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. |
|
|
|
|
|
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. |
|
1) The risk register details who is accountable for each risk. A separate document reflects the group's risk management structure. 2) risk framework: initially developed by Alexander Forbes Enterprise Risk in 2002 but revised by KPMG in 2015 through a series of interviews and workshops to confirm the relevance of the risks identified and their impact (positive and negative) on the company's key objectives. These were recorded and mapped, in terms of both inherent and residual risk in the risk register. 3) Methodology adopted in mapping the risks in terms of severity took capital risk, corporate image, business interruption an people fatality into consideration and in respect of probability took likelihood interval and past/current frequency into consideration). Risks were then divided into four quadrants, high S&P (risk termination), high S & low P (risk transfer), low S & P (risk retention) and low S & high P (risk control) from which mitigating strategies were then developed. Maximum and minimum levels of risk tolerance were then identified and mapped: key risks being those appearing above a predetermined maximum level of risk tolerance and extreme risks being those with either a S and/or P higher than 7. 4) Risk management guidelines = mitigating strategies are in place for each risk. 5) Although the risk register does not clearly reference the integration of risk throughout the company, risk management is widely disseminated and integrated into day to day activities through the hotel risk register and IT risk register. Risk registers for other business units are under development. In addition those responsible for risks actively monitor and manage those risks and where necessary communicate and/or create awareness in regard to the risk and management thereof. 6) No assurance is sought on the risk management process, however it is monitored on an ongoing basis and reported on and an indepth review is conducted annually. |
|
|
|
|
Practice: |
The integrated report discloses how the board has satisfied itself that risk assessments, responses and interventions are effective. |
|
|
|
|
|
|
|
|
|
Principle 4.2: The Board has determined the levels of risk tolerance |
|
|
|
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). |
|
|
|
|
|
Practice: |
The board sets the levels of risk tolerance every year. |
|
Levels of risk tolerance have been defined and reviewed during the 2015/2016 financial year. |
|
|
|
|
Practice: |
The board monitors that risks taken are within the tolerance and appetite levels. |
|
|
|
|
|
|
|
|
|
Principle 4.3: The risk committee and/or audit committee has assisted the Board in carrying out its risk responsibilities. |
|
|
|
Practice: |
The risk committee considers the risk policy and plan. |
|
|
|
|
|
Practice: |
The risk committee monitors the whole risk management process. |
|
|
|
|
|
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. |
|
|
|
|
|
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. |
|
|
|
|
|
Practice: |
The risk committee has a minimum of three members. |
|
|
|
|
|
Practice: |
The risk committee members collectively have adequate and appropriate knowledge, skills and experience on risk. |
|
|
|
|
|
|
|
|
|
Principle 4.4: The Board has delegated to management the responsibility to design, implement and monitor the risk management plan. |
|
|
|
Practice: |
The board's risk policy and plan is implemented by management by means of risk management systems and processes. |
|
|
|
|
|
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. |
|
Exco supported by the company secretary assumes responsibility for risk management and each member has been assigned risks and is suitably equipped to deal with the risks for which he is responsible. 3 exco members sit on the risk committee and the 2 executive directors sit on the board. |
|
|
|
|
|
|
|
|
Principle 4.5: The Board has ensured that risk assessments are performed on a continual basis. |
|
|
|
Practice: |
The board ensures that key risks are quantified where practicable. |
|
|
|
|
|
Practice: |
The board regularly receives and reviews a register of the company's key risks. |
|
|
|
|
|
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. |
|
|
|
|
|
Practice: |
The board ensures that effective and ongoing risk assessments are performed. |
|
|
|
|
|
Practice: |
A systematic, documented, formal risk assessment is conducted at least once a year. |
|
|
|
|
|
Practice: |
Risks are prioritised and ranked to focus responses and interventions. |
|
|
|
|
|
Practice: |
A top-down approach is adopted in risk assessments without being limited to strategic and high-end risks only. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principle 5.1: The Board is responsible of information technology (IT) governance. |
|
|
|
Practice: |
The board assumes the responsibility for the governance of IT and place it on the board agenda. |
|
|
|
|
|
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. |
|
The IT governance framework covers organisiational structure, relationships, frameworks and processes; strategic alginment; value delivery; respirce managemetn; risk management; and performance management. |
|
|
|
|
Practice: |
The IT governance framework includes relevant structures, processes and mechanisms to enable IT to deliver value to the business and mitigate IT risk. |
|
Refer above. |
|
|
|
|
Practice: |
The board ensures that an IT charter and policies are established and implemented. |
|
Refer above |
|
|
|
|
Practice: |
The board receives independent assurance on the effectiveness of the IT internal controls. |
|
An independent assessment of IT General controls review was performed in 2015. A review of the IT DR plan was undertaken in 2016 by the outsourced internal audit team which considered whether the plan is appropriately aligned to business requirements, if team roles and responsibilities have been appropriately assigned, if the backup mechanisms meet required business data recovery timeframes and minimise data loss and areas of improvement that would enhance data centre resilience and reduce the threat of system downtime.
|
|
|
|
|
|
|
|
|
|
|
|
Principle 5.3: The Board has delegated to management the responsibility for the implementation of an IT governance framework. |
|
|
|
Practice: |
Management is responsible for the implementation of all the structures, processes and mechanisms for the IT governance framework. |
|
Yes, specifically to the divisional director: information technology. |
|
|
|
|
Practice: |
The individual responsible for IT is a suitably qualified and experienced person who has access and interacts regularly on IT governance matters with the board and /or appropriate board committee and executive management. |
|
The divisional director: information technology is responsible for advancing the company’s efforts in complying with the King III recommendations on IT governance. He has a BA Commerce Informatics (Honours) and is qualified in the fields of IT Audit and Risk, IT Analysis and Administration and IT Security.
He will, with effect from 1 July 2016, sit on exco and has regular interactions with the chief executive as well other members of the executive management team.
|
|
|
|
|
|
|
|
|
Principle 5.4: The Board monitors and evaluates significant IT investments and expenditure. |
|
|
|
Practice: |
The board oversees the value delivery of IT and monitors the return on investment from significant IT projects. |
|
Refer above. Reports cover both these aspects and are submitted to the quarterly board meetings (as well as to the audit committee) and the information is supplemented by the executive directors. |
|
|
|
|
Practice: |
Business strategies and objectives and the role of IT in achieving them are clear. |
|
|
|
|
|
Practice: |
Good governance principles apply to all parties in the supply chain or channel for the acquisition and disposal of IT goods or services. |
|
The IT department will endeavour to address this through the development and implementation of a proper disposal of assets process. A tool has been deployed to assist with the management of the group's IT assets (including hardware and software) that will ensure a better understanding of our environment and influence how assets are acquired/disposed of in the future.
The contract negotiation process with third parties will also address principles of good governance.
Further assessments of third parties processes and related controls will be performed on a risk basis in future. |
|
|
|
|
|
|
|
|
Principle 5.5: IT is an integral part of the company’s risk management plan. |
|
|
|
Practice: |
IT risks form an integral part of the company's risk management activities. |
|
|
|
|
|
Practice: |
Management regularly demonstrates to the board that the company has adequate business resilience arrangements in place for disaster recovery. |
|
The IT DR strategy has been finalised and the associated plan and infrastructure implemented.
IT recovery measures are in place for critical servers, including back up procedures with offsite storage of tapes (and data) and SLA's in place with key vendors to cover turnaround on key services such as internet and email for hotels. |
|
|
|
|
Practice: |
The board ensures that the company complies with IT laws and that IT related rules, codes and standards are considered. |
|
|
|
|
|
|
|
|
|
Principle 5.6: The Board ensured that information assets are managed effectively. |
|
|
|
Practice: |
The board ensures all personal information is treated by the company as an important business asset and is identified. |
|
The company has implemented appropriate controls in line with good practce and industry requirements, as well as any related laws, including the Consumer Protection Act, Immigration Act. The company will implement the principles detailed in POPI upon its promulgation. |
|
|
|
|
Practice: |
The board ensures that an Information Security Management System is developed, implemented and recorded that ensures security (confidentiality, integrity and availability of information). |
|
Security controls to minimise the risk of breaches of the company's networks and core systems are in place and forms part of the overall IT Governance process.
However the level of maturity with regards monitoring and reporting of incidents is fairly low and initiatives to improve the current status will need to be undertaken.
An information management system policy is in place. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Principle 6.1: The Board ensures that the company complies with applicable laws and considers adherence to non binding rules, codes and standards. |
|
|
|
Practice: |
The extent of adherence to applicable non-binding rules, codes and standards is disclosed in the integrated report. |
|
|
|
|
|
Practice: |
Details of how board discharged its responsibility to establish an effective compliance framework and processes are disclosed in the integrated report. |
|
|
|
|
|
Practice: |
The company has a system in place to ensure compliance with all applicable laws. |
|
|
|
|
|
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. |
|
|
|
|
|
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. |
|
|
|
|
|
Practice: |
The board continually monitors the company's compliance with applicable laws, rules, codes and standards. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principle 6.4: The Board should delegate to management the implementation of an effective compliance framework and processes. |
|
|
|
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. |
|
The company makes a statement as to whether any penalties, sanctions or fines have been imposed.
To date there have been none. |
|
|
|
|
Practice: |
Management has established the appropriate structures; educates, trains and communicates; and measures compliance. |
|
|
|
|
|
Practice: |
The CEO has appointed an individual responsible for the management of compliance; e.g.. a Chief Compliance Officer. |
|
|
|
|
|
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. |
|
|
|
|
|
Practice: |
The compliance function has adequate resources to fulfil its duties. |
|
|
|
|
|
Practice: |
The board ensures that a legal compliance policy, approved by the board, has been implemented by management. |
|
All units annualy submit a declaration on compliance and exco reports include statements by each department regarding compliance.
Development of a formal legal compliance policy is work in progress.
The company has a Whistleblower Alertline in place, which is managed by a third party service provider, to enable employees to report perceived cases of non-compliance and/or fraud. |
|
|
|
|
Practice: |
The board receives assurance on the effectiveness of the controls around compliance with laws, rules, codes and standards. |
|
|
|
|
|
Practice: |
Compliance with laws, rules, codes and standards is incorporated in the code of conduct of the company. |
|
Not clearly dealt with although awareness is created. This has been identified as an area that could be improved upon.
The company operates an independently managed Whistleblower Alertline which affords stakeholders the opportunity to report perceived cases of unethical, or corrupt behaviour, anonymously.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principle 7.1: The Board should ensure that there is an effective risk based internal audit. |
|
|
|
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. |
|
|
|
|
|
Practice: |
The company has established an internal audit function. |
|
KPMG Services (Pty) Limited performs the company’s internal audit function, providing an independent, objective, assurance and consulting activity designed to add value and improve the company’s operations. |
|
|
|
|
Practice: |
The internal audit function evaluates the company's governance processes. |
|
There have to date been no concerns raised regarding the company's governance processes. The company is open and transparent in its disclosures. Furthermore, the fact that the company has to date not been penalised with any fines or penalties relating to poor governance or non-compliance with legislation and regulation is evidence that sound governance practices are in place. The company annually carries out an assessment of its application of the principles of King III using the IODSA GAI and achieved a rating of AAA. |
|
|
|
|
Practice: |
The internal audit function performs an objective assessment of the effectiveness of risk management and the internal control framework. |
|
|
|
|
|
Practice: |
The internal audit function systematically analyses and evaluates business processes and associated controls. |
|
|
|
|
|
Practice: |
The internal audit function adheres to the IIA Standards and code of ethics. |
|
|
|
|
|
Practice: |
The internal audit function provides a source of information as appropriate, regarding instances of fraud, corruption, unethical behaviour and irregularities. |
|
The internal audit function is outsourced and reports may not necessarily cover all these areas. The company however performs this function through the Whistleblowers Alertline, which is managed by an independent third party.
Any matters reported are investigated by the appropriate level of management and where considered necessary/material reported to the audit committee.
Fraud, corruption and unethical behaviour is also monitored by management and reported to the social and ethics committee and/or risk committee. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principle 7.5: Internal audit should be strategically positioned to achieve its objectives. |
|
|
|
Practice: |
The internal audit function is independent and objective. |
|
|
|
|
|
Practice: |
The internal audit function reports functionally to the audit committee. |
|
|
|
|
|
Practice: |
The CAE has a standing invitation to attend executive committee meetings. |
|
The internal audit function is outsourced and accordingly the CAE does not attend exco meetings. However the CAE has a standing invitation to audit committee meetings. |
|
|
|
|
Practice: |
The internal audit function is a skilled and resourced as is appropriate for the complexity and volume of risk and assurance needs. |
|
|
|
|
|
Practice: |
The CAE develops and maintains a quality assurance and improvement programme. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principle 8.1: The Board should appreciate that stakeholders’ perceptions affect a company’s reputation. |
|
|
|
Practice: |
The gap between stakeholder perceptions and the performance of the company is managed and measured to enhance or protect the company's reputation. |
|
|
|
|
|
Practice: |
The company's reputation and its linkage with stakeholder relationships is a regular board agenda item. |
|
Although it is not a standalone agenda item, reference is made to engagements with major institutional shareholders and analysts in the Chief Executive's quarterly report to the board. Public relations and consumer care issues are reported to the social and ethics committee, which reports to the board.
The company has identified its guests, employees, shareholders, suppliers, government regulatory authorities, the media, business associates and communities as its stakeholders.
Part of the social and ethics committee's mandate, in addition to ensuring a sustainable corporate culture and compliance with the law, is to monitor the company's activities relating to
- social and economic development (covering human rights, labour, environment and anti-corruption)
- good corporate citizenship: promotion of equality, prevention of discrimination, contributing to the development of communities in which it operates, monitoring sponsorship, donations and charitable giving
- the environment, public health and safety, including the impact of its activities and services
- consumer relationships: advertising, public relations
- labour and employment matters
|
|
|
|
|
Practice: |
Stakeholders which could materially affect the operations of the company are identified, assessed and dealt with as part of the risk management process. |
|
|
|
|
|
Practice: |
The process for identification and taking account of the legitimate interests and expectations of stakeholders is reviewed at least once a year. |
|
|
|
|
|
|
|
|
|
Principle 8.2: The Board should delegate to management to proactively deal with stakeholder relationships. |
|
|
|
Practice: |
Management develops a strategy and formulates policies for the management of relationships with each stakeholder grouping. |
|
|
|
|
|
Practice: |
The board oversees the establishment of mechanisms and processes that support stakeholders in constructive engagement with the company. |
|
A stakeholder engagement policy, covering stakeholder grouping, has been approved by the board.
Responsibility for proactively dealing with stakeholders has been delegated to the:
• Board, which assumes overall accountability for managing stakeholder relations along sound governance principles;
• Executive directors in respect of the following stakeholders: Shareholders / investors / analysts / journalists / press;
• Divisional directors in respect of the following stakeholders: guests, suppliers, employees, communities, government / regulators, business associates, industry associations, unions, educational institutions;
• Group company secretary in respect of the following stakeholders: Shareholders / investors, government / regulators;
• outsourced public relations function in respect of the following stakeholders: media, guests.
|
|
|
|
|
Practice: |
The board encourages shareholders to attend the AGMs. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principle 8.5: Transparent and effective communication with stakeholders is essential for building and maintaining their trust and confidence. |
|
|
|
Practice: |
The board has adopted communication guidelines that support a responsible communication programme. |
|
Engaging with our stakeholders and understanding their concerns is critical to helping the company identify its
most material issues. Information gathered as part of our various stakeholder engagement processes feeds directly into decision-making and drives the company's business strategy.
Stakeholders receive complete, timely, relevant and accurate information, subject to legal and regulatory requirements, through a variety of media.
Stakeholder communications guidelines are addressed to a certain degree in the company stakeholder engagement policy. |
|
|
|
|
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. |
|
|
|
|
|
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. |
|
There have to date been no such requests. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principle 9.2: Sustainability reporting and disclosure should be integrated with the company’s financial reporting. |
|
|
|
Practice: |
The board includes commentary on the company's financial results in the integrated report. |
|
|
|
|
|
Practice: |
The board discloses if the company is a going concern. |
|
|
|
|
|
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. |
|
|
|
|
|
Practice: |
The integrated report discloses the nature of the company's dealings with stakeholders and the outcomes of these dealings. |
|
|
|
|
|
|
|
|
|
|
|
Overall Score |
|
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.
|