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Principle 2.16: Paragraphs 37, 38 JSE listing requirement: Paragraph 3.84( c)
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The chairman is an independent non-executive director or in the alternative, a lead independent director has been appointed.
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By virtue of his substantial interest in one of the company’s BEE shareholders, the chairman is not regarded as independent. In accordance with the provisions of the LSE LR (3.84 (c) and King III) the board has appointed a lead independent director to provide leadership and advice to the board in instances when the chairman has a conflict of interest.
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Principle 2.16: Paragraph 42 JSE listing requirement: Paragraph 3.84( c)
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The chairman has not been the CEO of the company in the last three years.
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King III Principle 2.17: Paragraph 47JSE listing requirements: 3.84(c)
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The board appoints the CEO.
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King III Principle 2.21: Paragraph 97JSE listing requirements: 3.84(j)
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The company secretary is empowered by the board to effectively perform his or her duties.
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King III Principle 2.21: Paragraph 96
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The board is entitled to both appoint and remove the company secretary.
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Provided for in the board charter and is in compliance with the Act.
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King III Principle 2.21: Paragraph 95; Companies Act: section 85 - 89JSE listing requirements: 3.84(i)
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The company complies with the provisions of the Companies Act, 2008 in relation to the appointment and removal, and the duties allocated to the company secretary.
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King III Principle 2.21: Paragraph 99 - 108
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The role and function of the company secretary are clearly formulated in writing.
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The role (purpose) and function (responsibilities) of the company secretary are set out in her job description.
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King III Principle 2.19: Paragraph 88 JSE listing requirements: Paragraph 3.84(f)
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The integrated report classifies directors as executive, non-executive or independent and provides information about individual directors that shareholders may need to make their own assessments in regard to all of the following: - independence; - education, qualification and experience; - length of service and age; - significant other directorships; - political connections; and - other relevant information.
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King III Principle 2.23: Paragraph 127: JSE listing requirements: Paragraph 3.84(d)
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Both of the following are disclosed in the integrated report regarding each board committee: - composition; and - role and mandate.
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King III Principle 2.19: Paragraph 88.2 JSE listing requirements: Paragraph 3.84(d)
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The company discloses: - the number of meetings held each year by the board and each board committee; and - which meetings each director attended (as applicable).
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King III Principle 3.6: Paragraph 51 JSE listing requirements: Paragraph 3.84(h)
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The audit committee does both of the following: - considers and satisfies itself of the suitability of the expertise and experience of the financial director every year; and - reviews the finance function every year.
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King III Principle 3.9: Paragraph 75
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The audit committee recommends to shareholders the appointment, reappointment and removal of the external auditor.
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King III Principle 3.9: Paragraph 76
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The audit committee approves both the external auditor's terms of engagement and remuneration.
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King III Principle 3.9: Paragraph 77
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The audit committee monitors and reports on the external auditor's independence.
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King III Principle 3.9: Paragraph 78 JSE listing requirements: Paragraph 3.84(g)
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The audit committee has defined a policy for non-audit services provided by the external auditor.
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King III Principle 2.6 JSE listing requirements: Paragraph 3.84(d)
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The company has an audit committee.
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King III Principle 3.8: Paragraph 59
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There is a board committee (either a risk committee or the audit committee) that assists the board in carrying out its risk responsibilities. (Further questions will refer to a risk committee, even if the audit committee carries out this function.)
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King III Principle 2.23: Paragraph 130 JSE listing requirements: Paragraph 3.84(d)
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There is a board remuneration committee.
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King III Principle 2.23: Paragraph 126
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The nominations committee's terms of reference have been approved by the board and are reviewed every year.
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King III Principle 2.19: Paragraph 80; JSE listing requirements: Paragraph 3.84(a)
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Procedures for appointments to the board are all of the following: - formally set out in a policy; - transparent; and - a matter for the board as a whole (although the board may be assisted by the nomination committee).
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The board charter stipulates that the procedure for appointments to the board should be formal and transparent and is matter for the board as a whole, assisted where necessary by the Remcom.
A policy covering the selection and appointment of directors to the Board has been formalised and adopted.
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King III Principle 2.22: Paragraph 117 Principle 2.16: Paragraph 45.4 JSE listing requirement: 3.84(a)
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The nominations committee comprises the board chairman and non-executive directors.
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King III Principle 2.23: Paragraph 130JSE listing requirement: Paraggraph 3.84(a) JSE listing requirements: Paragraph 3.84(d)
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There is a nomination committee consisting of board members.
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JSE listing requirements: Paragraph 3.84(e)
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A brief CV of each director standing for election or re-election at the annual general meeting (AGM) accompanies the notice of the AGM.
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King III JSE listing requirement: Paragraph 3.84(b)
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There is a policy addressing division of responsibilities at board level to ensure a balance of power and authority, such that that no one individual has unfettered powers of decision-making.
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Although there is no formal written policy, the running of the board and the executive responsibility for the operational management of the company are two key tasks which are undertaken by the chairman of the board and chief executive respectively.
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