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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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zz_Howden Africa Holdings Limited - 1996/002982/06 |
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Applied / Partially Applied / Not Applied |
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Principle 1.1: The Board provides effective leadership based on ethical foundation |
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Practice: |
The board sets the values to which the company will adhere to and these are formulated in the company's code of conduct. |
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Comprehensive values and a formal code of conduct are in place. These have been communicated to employees and suppliers. |
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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 Executive Committee members are evaluated and rated during their year end performance appraisals. All are expected to live the Howden values. |
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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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There is a sustainability committee which has been tasked with this. This committee is a subcommittee of EXCO. CEO reports to board on stakeholder engagement and other GRI matters. Board will take into consideration needs and rights of relevant stakeholders when making decisions. |
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Practice: |
All deliberations, decisions and actions of board are based on fairness, accountability, responsibility, transparency. |
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This is confirmed in the Board Charter |
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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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This is confirmed in the Board Charter |
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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 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 reviews risk registers (through the audit and risk committee) as well as strategic plan progress on a quarterly basis. |
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Practice: |
The board considers not only financial performance, but also the impact of the company's operations on society and the environment. |
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The sustainability committee is tasked with ensuring that there are regular assessements of the impact of the company's operations on the economy, society and environment. The committee reports to the board regularly. |
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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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There is a formal Corporate Social investment Policy (CSI) in place and CSI has a allocated budget to work to.
The Company actively participates in waste management and other environmental initiatives are carried out by the HSE department.
The Company tries to enhance the economy through sensible procurement policies which include a preference for use of local suppliers. |
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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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This is embedded into the stakeholder guidelines and various other policies such as human resources policies, employment equity policies, tendering and procurement policies. |
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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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There are export control policies in place and compliance risks are considered quarterly. |
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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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This is entrenched in the company's business code of conduct and suppliers code of conduct. |
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Practice: |
The board ensures that measurable corporate citizenship programmes and policies are developed and implemented. |
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Various policies are in place. |
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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 code of conduct addresses this aspect. Ethical risks are considered under compliance issues during risk register reviews. The audit and risk committee annually reviews the groups fraud risk framework. |
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Practice: |
The board ensures that the company's ethics performance is assessed, monitored, reported and disclosed. |
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Both the audit and risk committee and the remuneration, nomination, social and ethics committee monitor ethics compliance and performance. The necessary disclosures are made in the integrated report and if required to authorities in terms of legislation. |
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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 formal code of conduct is in place. Employees are provided with online code of conduct training. The remuneration, nomination, social and ethics committee monitors compliance and training statistics. |
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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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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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The two non-executive directors (one of which is the board chairman) and the executive directors are directly involved in developing and finalising the Howden Africa group strategy. Strategic plans and progress updates are presented to the board by the CEO every quarter. Independent directors have limited involvement during development of the strategic objectives. They are however briefed on strategic plans and are able to inform the finalisation and implementation thereof. |
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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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Key strategic aims include people, environmental and profit objectives. |
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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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When reviewing and developing strategy the board considers the purpose of the company, its values and the interests of its stakeholders. |
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Practice: |
Strategy is translated into key performance and risk areas (including finance, ethics, compliance and sustainability); and the associated performance and risk measures are identified and clear. |
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Comprehensively explained within the 2013 integrated report under the strategy report. |
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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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Strategy is over a 3 year period and business sustainability and growth are key objectives. |
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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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This is set out and confirmed in the board charter. |
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Practice: |
Real or perceived conflicts of interest are disclosed to the board and managed appropriately. |
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Directors are requested to disclose their interests on an annual basis and prior to every meeting. There are clear guidelines included in every meeting pack. NED letters of appointment confirm this requirement. |
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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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There is a written policy which set out the process and circumstances under-which directors, officers and certain other employees may trade in company shares. The said policy also deals with closed periods and insider trading. |
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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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This is confirmed in the board charter and in board committee terms of reference. |
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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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Chairman is not independent but is a non-executive director classified in accordance with King III. A Lead independent director is appointed annually and there is a charter in place for such lead independent director. |
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Practice: |
The chairperson is not a former CEO. |
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Current chairman has never been the CEO of the Howden Africa group. |
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Practice: |
The chairperson is elected by board members every year. |
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Chairman is appointed annually by the board per the board charter. Election forms part of the annual work plan |
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Practice: |
The chairman ability to add value, and his performance against what is expected of his role and function is assessed every year. |
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The Chairman is assessed annually by the Lead Independent Director. A report on the Chairman's performance is tabled for consideration by the board on an annual basis. |
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Practice: |
A formal role description exists for the chairperson. |
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The chairman's role is set out in the company's memorandum of incorporation and in the board charter. |
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Practice: |
There is succession planning in place for the chairperson. |
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This forms part of the remuneration, nomination, social and ethics committees annual work plan. |
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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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Included in the annual governance report contained in the integrated report. |
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Practice: |
The chairperson of the board is not the chairperson of the remuneration committee. |
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The remuneration, nomination, social and ethics committee chairman is not the chairman of the board. |
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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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This is a regular item of consideration and forms part of the remuneration, nomination, social and ethics committee's annual work plan. |
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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 nominated by the majority shareholder and appointed by the board as a whole with the assistance of the remuneration, nomination, social and ethics committee. |
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Practice: |
The board has input in other senior executive appointments. |
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A report on senior resignations and appointments is tabled on a quarterly basis. |
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Practice: |
The board defines its own level of materiality and approves a delegation of authority framework. |
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Clear authority limits have been set and approved by the board. |
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Practice: |
The role and function of the CEO is formalised. |
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There is a formal contract in place. |
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Practice: |
The CEO is not a member of the remuneration committee. |
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The remuneration, nomination, social and ethics committee comprises of only non-executive directors. |
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Practice: |
The CEO is not a member of the audit committee. |
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The audit and risk committee comprises of only independent non-executive directors. |
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Practice: |
The CEO is not a member of the nomination committee. |
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The remuneration, nomination, social and ethics committee comprises of only non-executive directors. |
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Practice: |
There is a formal succession plan in place for the CEO and other senior executives. |
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The chairman of the board is responsible for the CEO's succession plan and is required to present the CEO's succession plan to the remuneration, nomination, social and ethics committee for comment and input. |
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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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CEO performance measures are set by the chairman of the board. |
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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: |
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 board together with the remuneration, nomination, social and ethics committee considers the composition of the board on an annual basis. The following is considered:
- legislative and resource requirements
- current member skills and knowledge |
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Practice: |
The board has considered whether its size, diversity and demographics make it effective. |
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Annual board evaluations are carried out. The evaluation includes considerations on whether the board is effective in its size, diversity and demographics. The board also considers the appropriateness of composition on an annual basis.
Supporting documents - evaluation questionnaires for individual directors and board and committee evaluation questionnaires. |
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Practice: |
At least one third of non-executive directors rotates every year. |
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This is set out in the companies MOI. |
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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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This is regulated by the board charter which states that a rigorous review will be conducted prior to the re-election of a director who has served for longer than 9 years. |
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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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The board together with the remuneration, nomination, social and ethics committee considers the composition of the board on an annual basis. The following is considered:
- legislative and resource requirements
- current member skills and knowledge |
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Practice: |
The classification of directors as independent or otherwise is disclosed on the basis of the yearly assessment of the independence of the independent non-executive directors. |
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The Lead independent director conducts annual independence assessments |
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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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There has to date not been a independent director who has served a term longer than 9 years. This is regulated by the board charter. If the situation arises a full review will be conducted and the outcome will be reported on. |
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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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When recommending eligibility for re-election the remuneration, nomination, social and ethics committee considers past performance (as reviewed annually by the chairman of the board). Performance reviews carried out annually by the chairman of the board include consideration of contributions made as well as decisions made. |
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Practice: |
The board comprises a majority of non-executive directors. |
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There are only 2 executive directors versus 5 non-executive directors |
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Practice: |
A majority of non-executive directors are independent. |
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There are 5 non-executives, three of which are considered to be independent in accordance with King III. |
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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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There is both a CEO and CFO. |
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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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The evaluation is carried out by the Lead Independent Director as recommended in King III when the chairman is not independent |
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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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Directors are appointed in accordance with the Companies Act and is considered by the board as a whole. Non executives are appointed by means of a local policy and executives are nominated by the Company's ultimate parent company. Nominations are reviewed by the Remuneration, nomination, social and ethics committee. Each current director shall be entitled to meet a candidate and vote for or against a candidate. Actual appointment is voted on by the entire board. |
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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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This is carried out by the employment agency used. All newly appointed HAHL directors are required to complete a schedule 17 declaration as required by the JSE. |
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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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All independent directors have been provided with letters of appointment which confirm all these matters. Non-executive nominated by the majority shareholder to not have separate letters of appointment to the company's board - their appointments are regulated by their employment agreements with the majority shareholder. |
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Practice: |
Details of directors' appointment procedure and composition of board are provided in the integrated report. |
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The integrated report includes full details on the composition of the board as well as appointments and resignations. The integrated report summarizes the process requirements. |
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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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Each director has been classified in accordance with King III. Classification is confirmed within the integrated report on an annual basis. A brief curriculum vitae is also included for each director. |
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Practice: |
Reasons for the removal, resignation or retirement of directors are provided. |
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The corporate governance report contained within the integrated report details removals, resignations and retirements as well as relevant surrounding circumstances. |
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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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Contained in governance report. |
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Practice: |
The nominations committee identifies and participates in selecting board members. |
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Practice: |
The nominations committee ensures that new directors have not been declared delinquent nor are serving probation in terms of section 162 of the Act. |
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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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Directors are encouraged to find a mentor of their choice. Internal Mentor-ship programs are not implemented due to the small size of the board and the fact that current board members are experienced directors.
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Practice: |
The board ensures that continuing professional development programmes are implemented.... |
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All members are invited to attend development courses at the company's expense. Directors identify where their areas of weakness lay in the annual evaluations - if a area is identified they are free to agree on a specific development program with the Chairman of the board. |
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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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Board receives a quarterly legislative update detailing any new legislation or changes in legislation that affect the company. The CEO provides a quarterly operations report which details the business environment the company is operating in at the time. The risk register is tabled every quarter at the Audit and Risk committee - every member of the board is invited to attend these meetings - in so doing the board members are kept up to speed on changes in risks affecting the Howden Africa group. |
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Practice: |
The board ensures that a formal induction programme is established for new directors. |
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There are set induction guidelines which are used as a guide when a new director joins the board - the new director is provided with information on the the group, its operations, its customers and has one-on -one meetings with group managing directors, the CEO and the company secretary. The following Information is provided to the director:
- directors duties,
- the company's code of conduct and other policies (including the charters and terms of reference of committees).
The director is invited to indicate areas in which he/she would like to be developed in during his/her meeting with the company secretary. |
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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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Practice: |
The company secretary is appointed and removed by board. |
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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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Practice: |
The role and function of the company secretary is formalised. |
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There is a clear job description in place. |
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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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These duties are confirmed in the relevant committee's terms of reference. |
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Principle 2.22: The evaluation of the Board, its committees and individual directors is performed every year. |
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Practice: |
The 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 charter, committee terms of reference and work plans will be used as performance criteria for the board, the committees and non-executive directors. KPIs for executive directors have been set. |
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Practice: |
The results of performance evaluation are used to identify training needs for directors. |
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Areas for development are identified during performance evaluations carried out by the chairman of the board. If none are identified by the chairman directors are encouraged to identify and suggest any areas in which they believe they should be developed in. |
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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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Evaluations are done annually in the last quarter of each year and nominations take place in the first quarter of the next 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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Evaluation results are disclosed in the governance report contained in the intergrated 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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The relevant committee considers the performance of the CEO and other executive directors when assessing the appropriateness of their remuneration. The chairman of the board reports on executive director performance annually. |
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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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Contained in the governance report. |
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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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This is disclosed in the integrated report. |
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Practice: |
The audit committee terms of reference deal with: composition; objectives, purpose and activities; delegated authorities - including the extent of power to make decisions; tenure; and reporting mechanism to the board. |
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Practice: |
The audit committee is entitled to obtain independent professional advice at cost of the company on any issue within the ambit of its scope and subject to following a board approved process. |
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This has been set out within the committee terms of reference. |
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Practice: |
The risk committee's terms of reference are approved by the board. |
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Practice: |
The risk committee is chaired by a non-executive director. |
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Practice: |
The risk committee's terms of reference deal with: composition; objectives, purpose and activities; delegated authorities - including the extent of power to make decisions; tenure; and reporting mechanism to the board. |
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Practice: |
The risk committee is entitled to obtain independent professional advice at cost of the company on any issue within the ambit of its scope and subject to following a board approved process. |
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This is set out within the committee terms of reference. |
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Practice: |
There is a board remuneration committee. |
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The remuneration committee has been combined with the nomination and social and ethics 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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All of the above is included in the terms of reference. |
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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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Terms of reference allows for this |
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Practice: |
All members of the remuneration committee are non-executive directors. |
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Confirmed in the terms of reference. |
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Practice: |
The remuneration committee is chaired by an independent director. |
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The remuneration committee is chaired by a independent director as defined by King III. This requirement is confirmed in the committee terms of reference. |
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Practice: |
The nominations committee's terms of reference are approved by the board. |
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Practice: |
The nominations committee's terms of reference deals with: composition; objectives, purpose and activities; delegated authorities - including the extent of power to make decisions; tenure; and reporting mechanism to the board. |
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Practice: |
The majority of members of the nominations committee are independent. |
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The relevant committee only comprises of non-executive directors. There are currently 5 members. 3 members are considered to be independent. This composition requirement is set out in the committee terms of reference. |
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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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This is set out in the committee terms of reference. |
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Practice: |
There is a nomination committee. |
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Principle 2.24: A governance framework has been agreed upon between the group and its subsidiary Boards |
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Practice: |
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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The holding company integrated report includes where necessary subsidiary company information. Since the integrated report is published by the holding company (HAHL) this is not disclosed as the requirement is only applicable when considering a subsidiary company. |
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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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All shareholders in a particular class are treated equally in accordance with the JSE listing requirements. The company's and all subsidiary memorandums of incorporation dictate this. |
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Practice: |
Insider Trading is dealt with in terms of relevant stock exchange rules. |
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Confirmed in the policy on dealing in company securities. |
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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 executive committee is responsible for majority shareholder policy review and implementation. The executive committee has delegated this duty to a sub-committee - the Group Operating Manual (GOM) Committee. |
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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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Included in the company memorandum of incorporation. |
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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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Not applicable at a Howden Africa level. |
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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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Remuneration Policies are put to an annual non-binding advisory vote by shareholders. |
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Practice: |
Remuneration policies and practices are aligned with company strategy. |
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Annual increases and bonuses are linked to both company performance and personal objectives set during the appraisal process. Personal objectives are linked to the company's strategy and an individuals salary increase and bonuses are linked to his/her individual performance. |
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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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Annual variable performance bonus/incentives are based in company financial performance and personal individual objectives which are required to be stretching, verifiable and relevant.
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Practice: |
Multiple performance measures are used to avoid manipulation of results or poor business decisions. |
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More than one object is set during the performance review procedure. EXCO members performance reviews are regulated by global rules/policies (which are available) and other local staff performance reviews and objective setting regulated by GOM policy and best practices. |
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Practice: |
Remuneration levels reflect the contribution of senior executives. |
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Remuneration levels of EXCO are dictated by seniority and seniority is determined by value added to the business. Accordingly financial performance determines incentive levels and salary increases. |
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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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Incentives for long term goals:
- Incentive is different from incentive provided for short term goals
- There is a balance between this type of incentive and the short term goal type incentive
Incentives for short term goals:
- Incentive is different from incentive provided for long term goals
- There is a balance between this type of incentive and the long term goal type incentive |
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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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In the event that a executive is removed by the board due to a failure he or she shall not be entitle in terms of his/her contract to termination pay. |
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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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If terminated prior to annual variable bonus payment period an employee is not entitled to this variable bonus. There is no share incentive scheme in place. |
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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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Letters of employment and senior executive contracts do not contain such provisions. |
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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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The Howden Africa group does not have any share based incentive schemes. |
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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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There is no local share incentive scheme in place. If ever this is brought in options will be required to be granted regularly, consistently and generally once a year. |
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Practice: |
No awards of share options and incentives are allowed in closed periods. |
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There is not share incentive scheme. In the event that one is brought the rules will include this prohibition. |
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Practice: |
No backdating of awards of share options and incentives is allowed. |
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There is no share incentive scheme in place. In the event that one is put in place this will form part of the scheme rules. |
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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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There is not local share incentive scheme in place |
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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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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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There are no local share-based and other long term incentive schemes in place. |
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Practice: |
Non-executive fees comprise a base fee and attendance fee per meeting. |
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A quarterly base fee together with a per meeting fee is paid and approved by shareholders |
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Practice: |
Non-executive fees are approved by shareholders in advance by special resolution. |
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Practice: |
The remuneration report includes details of main performance parameters. |
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There are no overiding conditions applicable to executive awards. King III states "depending on the nature of the business" - the nature of the Howden Africa business does not warrant overriding conditions. |
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Practice: |
The remuneration report includes details of retention benefits paid. |
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There are no seperate incentive schemes in place specific for retention purposes. Incentives in place contribute to retention. |
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Practice: |
The remuneration report includes details of limits for participation in incentive schemes. |
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There is no local share incentive scheme in place. It is noted that the relevant King III requirement refers to share incentives and not simply incentives. |
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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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There is no share incentive scheme in place |
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Practice: |
The remuneration committee's terms of reference are approved by the board. |
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The terms of reference require review on an annual basis. Review is included in the committee annual work plan. The terms of reference are signed off by the board. |
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Practice: |
The remuneration committee assists the board in setting and administering remuneration. |
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Remuneration policies are reviewed with the approval of the integrated report as the committee signs off on the remuneration policies tabled for a non-binding advisory vote by shareholders. EXCO remuneration considerations need to be improved. |
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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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Consideration of fixed and variable pay are done annually and is required by the committee work plan. The duty is outlined in the committee terms of reference. |
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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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There are no Howden Africa share incentive scheme in place. |
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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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Retirement and medical aid benefits are reviewed by the committee. Review is included in the work plan. |
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Practice: |
The remuneration committee selects an appropriate comparative group when comparing remuneration levels. |
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Remchannel benchmarks are used. |
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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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This duty is outline within the committee terms of reference and forms part of the committee annual work plan. |
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Practice: |
The remuneration committee regularly reviews incentive schemes to ensure continued contribution to shareholder value. |
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Practice: |
The remuneration committee considers the appropriateness of early vesting of share-based schemes at the end of employment. |
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There is no Howden Africa Holdings or subsidiary company share investment shceme in place. |
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Practice: |
The remuneration committee advises on the remuneration of non-executive directors. |
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Only considered by those who are not conflicted - those who do not receive the NED fees. Review of fees included in the committee work plan. |
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Practice: |
The company has established share-based and/or long-term incentive schemes. |
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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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Report refers to a AFS note - the AFS note discloses full details on benefits paid to individual 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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It is not the company's policy to pay salaries above the median |
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Practice: |
The remuneration report includes details of material payments that are ex-gratia in nature. |
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No such payments have to date been made |
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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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Report refers to a AFS note which includes details on period of the contracts. There is no disclosure regarding notice periods for termination - This is a area for improvement. |
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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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There are no restraint clauses. Generally restraint clauses are not enforced by South African courts. |
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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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No local share incentive scheme is in place. |
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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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Contained in a AFS note which is referred to in the 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 committee terms of reference are reviewed annually and approved by the board. This is outlined in the terms of reference and is contained in the annual work plan. |
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Practice: |
The audit committee meets at least twice a year. |
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This is outlined in the committee 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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This is contained in the committee annual work plan. |
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Practice: |
The nominations committee presents shareholders with suitable candidates for election as audit committee members. |
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Practice: |
There is an audit 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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Contained in the governance report and the audit and risk committee reports. |
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Practice: |
It is disclosed whether the audit committee has adopted formal terms of reference. |
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Contained in the 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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Contained in the audit and risk committee 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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Audit and risk committee lists current members. Directorate report contains relevant member details (qualifications, experience, etc.). The Audit and risk report states the relevant date of first appointment to the committee - therefore service period is easily implied. |
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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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Contained in governance report and audit and risk committee report. |
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Practice: |
The shareholders elect the audit committee members at the AGM. |
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This forms part of the AGM notice contained in the integrated report. |
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Practice: |
The audit committee consists of at least three members. |
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This is outlined in the committee terms of reference. |
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Practice: |
All members of the audit committee are independent non-executive directors. |
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This is outlined in the committee terms of reference. |
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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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This is outlined as a requirement in the committee terms of reference and is assessed when considering the composition of the committee annually. |
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Practice: |
Audit committee members collectively have knowledge and experience on corporate law. |
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This is outlined in the terms of reference. Committee members are supported by a company secretary who is a qualified attorney having corporate law knowledge and experience. |
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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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This is outlined in the committee terms of reference. The committee is currently supported by a Chairperson who is a skilled accounting and risk management professional. |
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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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This is set out in the company's memorandum of incorporation which is in accordance with the Companies Act 71 of 2008. |
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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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This is done on an annual basis when members are required to be re-elected by shareholders. This is included in the remuneration, nomination, social and ethics work plan. |
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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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Contained in the audit and risk 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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This is outlined in the committee's terms of reference. |
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Practice: |
The chairperson of the audit committee is selected by the board. |
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This is part of the board annual work plan. |
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Practice: |
the chairperson of the audit committee attends the AGM. |
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The chairman is required to attend all shareholder meetings as a matter of course. |
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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 auditors are present at each audit committee meeting and will inform the audit committee if there are any disagreements on auditing or accounting matters. |
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Practice: |
The audit committee has regard to all factors and risks that may impact on integrity of the integrated report; e.g.. judgements, changes in accounting policies, significant or unusual transactions, factors that may predispose management to present misleading information, any evidence that brings into question any previously published financial information, etc. |
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Practice: |
The audit committee reviews a documented assessment by the management of the going concern premise of the company. |
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Practice: |
The audit committee considers the need to issue interim results. |
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Practice: |
The audit committee reviews the content of summarised information. |
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Practice: |
The audit committee engages the external auditors to provide assurance on the summarised financial information. |
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External Auditors attend all committee meetings in order to support the committee members in carrying out their duties and provide guidance. |
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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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Practice: |
The audit committee evaluates the independence and quality of the external assurance providers on sustainability. |
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Practice: |
The audit committee reviews the disclosure of sustainability issues in the integrated report to ensure that it is reliable and does not conflict with the financial information. |
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Principle 3.7: The audit committee should be responsible for overseeing internal audit |
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Practice: |
The audit committee is responsible for the appointment, performance assessment and/or dismissal of the CAE or outsourced internal audit service provider. |
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Practice: |
The internal audit plan is approved by the audit committee. |
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Practice: |
The audit committee ensures that the company's internal audit function is independent and has the necessary resources, standing and authority within the company to enable it to discharge its functions. |
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A review of the internal audit function and independence is carried out annually. This is included in the committee annual work plan. This duty has also been set out in the committee terms of reference. |
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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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This duty is outlined in the committee terms of reference. |
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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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This will be carried out once the internal audit function has been fully established. |
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Principle 3.8: The audit committee is an integral component of the risk management process. |
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Practice: |
There is a statement from the board in the integrated report on the effectiveness of internal financial controls based on a formal documented review thereof. |
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The internal financial controls are monitored and tested by the internal audit function. The CAE reports quarterly to the audit and risk committee on the effectiveness of the internal financial controls. There are documented reviews tabled.
The audit and risk committee report contained in the integrated report includes an effectiveness statement. |
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Practice: |
The terms of reference of the audit committee set out its responsibilities regarding risk management. |
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Practice: |
The audit committee specifically has oversight of financial reporting risks, internal financial controls, fraud risks as these relate to financial reporting and IT risks as these relate to internal reporting. |
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This has been set out in the relevant committee terms of reference. |
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Practice: |
There is a risk committee consisting of board members. |
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The board has merged the duties of a risk committee and a audit committee - accordingly a audit and risk committee has been formed. |
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Practice: |
The risk committee has oversight of the company's risk management function. |
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This is outlined in the relevant committee terms of reference. |
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Practice: |
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Not applicable as there has been no material financial loss, fraud or material errors.... |
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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 recommendation is contained in the audit and risk committee report included in the integrated report as well as in the relevant AGM resolution. |
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Practice: |
The audit committee approves the external auditors' terms of engagement and remuneration. |
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This is part of the committee terms of reference and is also included in the committee annual work plan. |
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Practice: |
The audit committee monitors and reports on the external auditor's independence. |
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This duty has been outlined in the committee terms of reference and has been included in the annual work plan. |
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Practice: |
The audit committee defines a policy for non-audit services provided by the external auditor. |
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There is a formal policy in place. |
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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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This duty has been set out in the committee terms of reference. |
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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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This is done annually and is outlined in the committee terms of reference. |
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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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contained 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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contained 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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contained 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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Practice: |
The audit committee reports to the shareholders on it's statutory duties. |
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This duty is set out in the committee terms of reference. The audit and risk committee report contained in the integrated report details this for shareholders. |
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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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Practice: |
The board's responsibility for risk governance is expressed in the board charter and risk policy and plan. |
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Practice: |
The risk policy includes: the company's definitions of risk terms and risk management; risk management objectives; the risk approach and philosophy; and the various responsibilities and ownership for risk management within the company. |
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Practice: |
The risk plan includes: the company's risk management structure; the risk management framework - i.e. the approach followed for instance COSO, ISO, IRMSA ERM Code of Practice, IRM (UK), etc; the standards and methodology adopted - this refers to the measureable milestones such tolerances, intervals, frequencies, frequency rates, etc; risk management guidelines; reference to integration through for instance training and awareness programmes; and details of the assurance and review of the risk management process. |
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Practice: |
The integrated report discloses how the board has satisfied itself that risk assessments, responses and interventions are effective. |
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There is a risk management report contained in the integrated report. |
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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 is in the process of formalising risk tolerance levels. Once the board has formalised this it will be reviewed annually. |
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Practice: |
The board monitors that risks taken are within the tolerance and appetite levels. |
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Practice: |
It is disclosed where the limits of risk appetite exceed, or deviated materially from, the limits of the company's risk tolerance (the company's ability to tolerate). |
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Principle 4.3: The risk committee and/or audit committee has assisted the Board in carrying out its risk responsibilities. |
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Practice: |
The risk committee considers the risk policy and plan. |
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Practice: |
The risk committee monitors the whole risk management process. |
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Practice: |
The risk committee reviews the risk management progress and maturity of the company, the effectiveness of risk management activities, the key risks facing the company, and the responses to address these key risks. |
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Practice: |
Membership of the risk committee includes executive and non-executive directors; members of senior management and independent risk management experts to be invited, if necessary. |
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This committee is merged with the Audit committee and in terms of the JSE listing requirements the membership of the merged committee must be as per the requirements for the audit committee. Executive management are invited to attend meetings and provide necessary input. |
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Practice: |
The risk committee has a minimum of three members. |
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This is outlined in the committee terms of reference. |
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Practice: |
The risk committee members collectively have adequate and appropriate knowledge, skills and experience on risk. |
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Principle 4.4: The Board has delegated to management the responsibility to design, implement and monitor the risk management plan. |
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Practice: |
The board's risk policy and plan is implemented by management by means of risk management systems and processes. |
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There is a EXCO Risk Committee which comprises of all senior group management. This committee is responsible for the effective implementation of the risk management systems and processes. |
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Practice: |
The Chief Risk Officer (CRO) or other senior employee responsible for risk management is a suitably experienced person who has access to and interacts regularly on strategic matters with the board and/or appropriate board committee and executive management. |
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The CEO has assumed the responsibilities of a CRO. |
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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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Confirmed in the groups Risk Management Policy document. |
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Practice: |
A systematic, documented, formal risk assessment is conducted at least once a year. |
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Confirmed in the groups Risk Management Policy document. |
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Practice: |
Risks are prioritised and ranked to focus responses and interventions. |
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Confirmed in the groups Risk Management Policy document. |
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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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Confirmed in the groups Risk Management Policy document. |
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Practice: |
The board regularly receives and reviews a register of the company's key risks. |
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Confirmed in the groups Risk Management Policy document. |
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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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Confirmed in the groups Risk Management Policy document. |
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Practice: |
The board ensures that key risks are quantified where practicable. |
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Confirmed in the groups Risk Management Policy document. |
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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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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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Detailed review of major risks some of which could impact the businesses long-term sustainability are included within 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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The audit and risk committee has been delegated this responsibility by the board. |
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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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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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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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Were IT adds value it is implemented within the business e.g. the current ERP implementation. |
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Practice: |
The board ensures that an IT charter and policies are established and implemented. |
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Practice: |
The board receives independent assurance on the effectiveness of the IT internal controls. |
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Internal audit provides assurance on this aspect. |
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Principle 5.3: The Board has delegated to management the responsibility for the implementation of an IT governance framework. |
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Practice: |
Management is responsible for the implementation of all the structures, processes and mechanisms for the IT governance framework. |
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A local CIO has been appointed and is responsible for this. |
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Practice: |
The individual responsible for IT is a suitably qualified and experienced person who has access and interacts regularly on IT governance matters with the board and /or appropriate board committee and executive management. |
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The CIO has significant systems experience as a Financial Systems Director and Programme Director who was responsible for global systems and processes implementations. The CIO is also a member of the HAHL board. |
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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 board is provided with a post implementation benefit review for any large IT projects. |
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Practice: |
Business strategies and objectives and the role of IT in achieving them are clear. |
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The IT strategy is reviewed and approved by the HAHL board once per year. This IT strategy is closely aligned with the companies corporate strategy. |
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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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Comprehensive set of Purchase to Pay processes surround the procurement of IT goods or services. |
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Principle 5.5: IT is an integral part of the company’s risk management plan. |
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Practice: |
IT risks form an integral part of the company's risk management activities. |
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A quarterly IT risk committee meets to discuss IT risks for the business. The output of these committee meetings is provided to the risk committee. |
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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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HAHL has a comprehensive disaster recovery policy in place and a test is completed at least once per year. |
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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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HAHL follows and is audited against a comprehensive set of IT policies. |
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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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HAHL has a comprehensive group set if IT policies and procedures in place which incorporate information security, management and privacy. |
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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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All personal information stored within systems have restricted access procedures e.g Payoll and HR systems. |
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Principle 6.1: The Board ensures that the company complies with applicable laws and considers adherence to non binding rules, codes and standards. |
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Practice: |
The company has a system in place to ensure compliance with all applicable laws. |
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There is a compliance framework which has been approved by the board. |
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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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A quarterly compliance review is carried out. |
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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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The board considers non-binding rules, codes and standards which consitute good governance practices - BEE codes of good practice, King III etc. |
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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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Included in the governance report contained in the integrated report. |
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Principle 6.4: The Board should delegate to management the implementation of an effective compliance framework and processes. |
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Practice: |
Management has established the appropriate structures; educates, trains and communicates; and measures compliance. |
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A legal department has been established. |
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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 who is a admitted attorney is responsible for this and is assisted by the legal officer who is an admitted attorney - they ensure general compliance. Health, safety and environmental aspects have been delegated to a HSE department. Labour aspects are delegated to a Human Resources department and financial aspects are delegated to the finance department. |
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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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The Company Secretary who is the head of the legal department has oversight over compliance and is an admitted attorney. The company secretary is also a member of the executive committee. |
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Practice: |
The compliance function has adequate resources to fulfil its duties. |
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The legal department consists of two qualified attorneys. |
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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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A compliance framework was approved in 2012 |
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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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Audits on HSE, BEE, labour information and financial information are conducted. |
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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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There is a comprehensive code of conduct which addresses this aspect. |
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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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Included in the governance report contained in the integrated report. There are currently no known material or repeated non-compliance matters which require disclosure. |
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Principle 7.1: The Board should ensure that there is an effective risk based internal audit. |
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Practice: |
The company has established an internal audit function. |
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There is an internal audit charter which details the internal audit requirement and function. |
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Practice: |
The internal audit function evaluates the company's governance processes. |
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Practice: |
The internal audit function performs an objective assessment of the effectiveness of risk management and the internal control framework. |
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Practice: |
The internal audit function systematically analyses and evaluates business processes and associated controls. |
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Practice: |
The internal audit function adheres to the IIA Standards and code of ethics. |
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Practice: |
The internal audit function provides a source of information as appropriate, regarding instances of fraud, corruption, unethical behaviour and irregularities. |
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Practice: |
Where there is no formal internal audit function, full reasons for it are disclosed in the company's integrated report, with an explanation as to how adequate assurance of an effective governance, risk management and internal control environment have been maintained. |
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There is a internal audit function. |
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Principle 7.5: Internal audit should be strategically positioned to achieve its objectives. |
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Practice: |
The internal audit function is independent and objective. |
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Practice: |
The internal audit function reports functionally to the audit committee. |
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Practice: |
The CAE has a standing invitation to attend executive committee meetings. |
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The CAE is based in the UK. The CAE and local internal audit manager regularly attend audit and risk committee meetings and it is not deemed necessary to include the CAE in local executive committee monthly meetings. |
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Practice: |
The internal audit function is a skilled and resourced as is appropriate for the complexity and volume of risk and assurance needs. |
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Practice: |
The CAE develops and maintains a quality assurance and improvement programme. |
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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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The CEO and CFO have regular investor meetings.
There is a industrial relations forum for employees and is managed by the human resource department.
There are regular customer surveys and employee surveys.
A representative attends a local community forum SOJO. |
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Practice: |
The company's reputation and its linkage with stakeholder relationships is a regular board agenda item. |
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Stakeholder relations is a regular board agenda item. The remuneration, nomination, social and ethics committee reviews consumer relations and will raise any matters of concern with the board. Reputation risks are considered during the risk management process. The risks related to reputation (if high) are captured in the risk registered tabled during the audit and risk committee meetings. |
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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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GRI guidelines are followed by the sustainability committee. Risks such as bribery and corruption which are generally identified by stakeholders as a concern are monitored during the risk management process. |
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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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This is done by the sustainability committee. The CEO reports sustainability committee activity to the board on a quarterly basis |
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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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There is a stakeholder engagement guideline in place. |
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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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There is a stakeholder engagement guideline in place. |
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Practice: |
The board encourages shareholders to attend the AGMs. |
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AGM details are included in the company's integrated report and a SENS notice is made. No stakeholder is prevented from attending a AGM. The only restriction is that only shareholders are entitled to vote and participate at a AGM |
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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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There are stakeholder engagement guidelines which have been approved. |
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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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Annual integrated report is published |
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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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There have, to date, been no such requests or refusals. |
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Principle 8.6: The Board should ensure that disputes are resolved effectively and expeditiously as possible. |
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Practice: |
The board has adopted formal dispute resolution processes for internal and external disputes. |
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Dispute resolution mechanisms need to be considered on a case by case basis and should be matched with the surrounding circumstances. Contracts concluded with customers often incorporate dispute resolution procedures. The board is cognizant of the fact that dispute resolution such as mediation and conciliation should be considered prior to entering into a court battle but also understands that sometimes dispute resolution is not the appropriate forum. |
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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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commentary in both the CEO and CFO reports |
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Practice: |
The board discloses if the company is a going concern. |
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Confirmed in the audit and risk committee report after the assessment is reviewed by the said committee |
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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 material issues reports (aka sustainability report) discloses the company's targets, achievements and negative impacts. GRI 3.1 is used as a guide in identifying material issues in relation to the environment and society. |
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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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There is a stakeholder engagement report contained in the integrated report. |
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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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No external/independent assurance is obtained. Matters relating to labour, health, safety, environment, BEE levels and contributions are all verified during seperate external verification processes. |
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Practice: |
The scope of independent assurance over sustainability report is disclosed in the integrated report. |
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There is no specific sustainability report assurance provider. Various parts which impact the sustainability reporting are verified through other verification processes (e.g health and safety external audits, BEE verification audits - these all done in accordance with legislation or codes of good practice). |
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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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