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Principle 2.1 |
The board acts as the focal point for and custodian of corporate governance
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The Board has a charter that clearly sets out its role and duties. The Board Charter is reviewed and approved by the Board on an annual basis. Furthermore, the Board serves as a custodian of good governance and always ensures that its endevours are directed at achieving sustainable value for the Company in a transparent and responsible manner. |
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Principle 2.2 |
The Board appreciates that the strategy, risk, performance and sustainability are inseparable
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The Board both informs and approves strategy. As per the Board Charter, the Board assumes responsibility for annually approving and reviewing the Company strategy. The Board is accountable for the development and execution of the Company's strategy. The Board will hold a strategy session early in the new year where the CEO will present the Company strategy, objectives, plans and challenges for the upcoming year. |
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Principle 2.3 |
The Board provides for effective leadership based on ethical foundation SAME AS PRINCIPLE 1.1 - CHAPTER 1
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Refer to principle 1.1 above for more detail. |
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Principle 2.4 |
The Board ensures that the company is and is seen as a responsible corporate citizen SAME AS PRINCIPLE 1.2 - CHAPTER 1
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Refer to principle 1.2 above for more detail. |
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Principle 2.5 |
The Boards Ensures that the company’s ethics are managed effectively SAME AS PRINCIPLE 1.3 - CHAPTER 1
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Refer to principle 1.3 above for more detail. |
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Principle 2.6 |
The Board ensures that the company has an effective and independent audit committee SAME AS PRINCIPLE 3.1 - CHAPTER 3
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Refer to principle 3.1 below for more detail. |
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Principle 2.7 |
The Board is responsible for the governance of risk SAME AS PRINCIPLE 4.1 - CHAPTER 4
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Refer to principle 4.1 below for more detail. |
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Principle 2.8 |
The Boards is responsible for information technology (IT) governance SAME AS PRINCIPLE 5.1 - CHAPTER 5
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Refer to principle 5.1 below for more detail. |
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Principle 2.9 |
The Board ensures that the company complies with applicable laws and considers adherence to non-binding rules, codes and standards. SAME AS PRINCIPLE 6.1 - CHAPTER 6
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Refer to principle 6.1 below for more detail. |
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Principle 2.10 |
The Board ensures that there is an effective risk-based internal audit SAME AS PRINCIPLE 7.1 - CHAPTER 7
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Refer to principle 7.1 below for more detail. |
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Principle 2.11 |
The Board appreciates that stakeholders’ perceptions affect the company’s reputation SAME AS PRINCIPLE 8.1 - CHAPTER 8
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Refer to principle 8.1 below for more detail. |
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Principle 2.12 |
The Board ensures the integrity of the company’s integrated report SAME AS PRINCIPLE 9.1 - CHAPTER 9
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Refer to principle 9.1 below for more detail. |
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Principle 2.13 |
The Board reports on the effectiveness of the company’s internal controls SAME AS PRINCIPLES OF CHAPTER 7 & 9
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Refer to principle 7.3 below for more detail. |
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Principle 2.14 |
The Board and its directors act in the best interests of the company
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The Board and its Directors always act in the best interests of the Company. The Board has unrestricted access to all Company information, records, documents and property. The Board also has access to this information through the Company Secretary. The Company Secretary maintains a register of directors interests which is reviewed and updated at every board meeting. |
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Principle 2.15 |
The Board will/has consider/ed business rescue proceedings or other turnaround mechanisms as soon as the company has been/may be financially distressed as defined in the Company’s Act, 71 of 2008
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The Board continually monitors whether the Company is financially distressed for the purposes of considering business rescue proceedings; i.e. whether it appears reasonably: unlikely that the Company can pay its debts when due within the next six months; or likely that the Company will become insolvent within the next six months. Processes are in place for the Audit & Risk committee and the Board to consider and assess the liquidity and going concern of the Company before approval of any distributions. |
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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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The Chairperson is an independent non-executive director and is not a former CEO. The role of the Chairperson is clearly defined in the Board Charter. Furthermore, a clear division of responsibilities between the roles of the Chairperson and that of the CEO exists. This ensures a balance of power within the Company and ensures that no individual has unrestricted decision-making powers or authority. |
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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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The role and function of the CEO are clearly formulated in writing. Furthermore, there is an approved delegation of authority within the Company. There is a formal succession plan in place for the CEO and other senior executives. |
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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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The Board comprises a majority of non-executive Directors. A majority of the non-executive Directors on the Board are independent. Seven of the nine directors are non-executive directors, namely Dr Anna Mokgokong, Sindi Zilwa, Thabo Seopa, Andile Mazwai, Jaco Odendaal, Ken Reynolds and Nomfundo Qangule. Six of the above directors are independent non-executive directors with the exception of Ken Reynolds. |
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Principle 2.19 |
Directors are appointed through a formal process
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The Nominations Committee identifies and participates in selecting Board members. The Nominations Committee ensures that new directors have not been declared delinquent or are not serving probation in terms of section 162 of the Companies Act, 2008. The selection process considers the existing balance of skills and experience required as well as continual process of assessing the needs of the Company. |
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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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An induction programme aimed at an understanding of the company, its operating environment and markets in which it trades is conducted for all newly appointed directors. The Nomination Committee assists the Board with ongoing training and development of directors. |
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Principle 2.21 |
The Board is assisted by a competent, suitably qualified and experienced company secretary.
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The Company Secretary is empowered by the Board to effectively perform his duties. The role and function of the Company Secretary are clearly formulated in writing. The Company complies with the provisions of the Companies Act, 2008 in relation to the appointment and removal, and the duties allocated to the Company Secretary. |
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Principle 2.22 |
The evaluation of the Board, its committees and individual directors is performed every year.
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The Board Charter clearly sets out the roles and responsibilities of the Board regarding their fiduciary duties against which individual director’s performance are assessed. The results of the annual assessment are reviewed by the Chairperson and the Company Secretary and presented to the Board. The results of performance evaluations are constructively used to identify training and development needs for directors. |
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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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The Board established the Audit & Risk Committee, Investment Committee, Social & Ethics Committee, Remuneration Committee, and Nomination Committee to assist the Board in fulfilling its obligations. Each of these committees operates under formal terms of references that are reviewed and approved annually. The performance of each committee is also assessed annually by the Board. The Board is of the view that the skills, experience and knowledge of the current committee members is appropriate in overseeing the Committees activities. The Chairperson of each Committee reports back to the Board at each board meeting embracing a general principle of transparency and full disclosure. |
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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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A governance structure and framework for the delegation of authority is in place for the Company |
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Principle 2.25 |
The company remunerates its directors and executives fairly.
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Remuneration practices are in place that addresses pay and bonuses. The Company does not yet have share based and other long term incentive schemes. The remuneration of the directors and senior management is determined by the Remuneration Committee and approved by the Board and ultimately approved at the Annual General Meeting. |
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Principle 2.26 |
The company has disclosed the remuneration of each individual director and prescribed officer.
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The remuneration of directors and prescribed officers is disclosed in the remuneration report. |
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Principle 2.27 |
The shareholders have approved the company’s remuneration policy.
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A remuneration policy is currently being drafted and will be established in the forthcoming year. |
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