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zz_Spanjaard Limited - 1960/004393/06 |
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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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The Board sets the values that the company adheres to which are set out in the company's code of conduct |
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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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Refer to page 4 of the company's Integrated Annual Report as well as the Code of Conduct |
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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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Please see Board Charter |
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Practice: |
All deliberations, decisions and actions of board are based on fairness, accountability, responsibility, transparency. |
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See board charter and code of conduct |
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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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Principle 1.2: The Board ensures that the company is and is seen to be a responsible corporate citizen |
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Practice: |
The board considers not only financial performance, but also the impact of the company's operations on society and the environment. |
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Refer to the Sustainability Report in the Integrated Annual Report on page 14 to 15 |
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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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Refer to the Social and Ethics Report in the Integrated Annual Report on pages 14 to 15. |
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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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Practice: |
Evaluating and managing the risks of doing business in weak governance zones forms an important component of risk management. |
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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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Refer to the Social and Ethics Committee report in the Integrated Annual Report on page 14. |
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Practice: |
The board ensures that measurable corporate citizenship programmes and policies are developed and implemented. |
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Refer to the Social And Ethics Committee Report in the Integrated Annual Report on page 14 |
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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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Risks are constantly identified and discussed in board meetings and management programs are put in place to improve the performance of the company |
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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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This is monitored by the Social and Ethics committee and reported to the board when the need arises. Refer to pages 14 to 15 of the integrated report. |
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Practice: |
The board ensures that the company's ethics performance is assessed, monitored, reported and disclosed. |
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Refer to the report of the Social and Ethics Committee on page 14 of the Integrated Annual Report |
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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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The boards code of conduct, which was approved in February 2017 is available on request |
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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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The boards code of conduct, which was approved in February 2017 is available on request |
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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 board meets on a regular basis to discuss and approve matters of strategic importance. Refer to page 4 of the integrated report. |
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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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Refer to the Sustainability Report on pages 14 to 15 of the Integrated Annual Report |
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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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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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Practice: |
The board considers sustainability a business opportunity; i.e. long-term sustainability is linked to strategy and guides strategy. |
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Refer to Pages 14 to 15 of the Integrated Annual Report |
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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: |
The board has unrestricted access to all company information, records, documents and property subject to following a board approved process. |
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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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Refer to page 4 of the Integrated Annual Report |
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Practice: |
Real or perceived conflicts of interest are disclosed to the board and managed appropriately. |
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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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Director's dealings need to be disclosed to the CEO for approval. |
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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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Prof D.P van der Nest was appointed Non-Executive Chairman during the year, while the previous Executive Chairman relinquishes the role and remains Chief Executive Officer |
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Practice: |
The chairperson is not a former CEO. |
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The chairman has not been the CEO of the company in the last three years |
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Practice: |
The chairperson is elected by board members every year. |
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The chairman was elected during the 2016/2017 financial year |
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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 recently appointed chairman's performance will be assessed for the first time in the new financial year |
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Practice: |
A formal role description exists for the chairperson. |
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There is a clear, written role description for the chairman |
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Practice: |
There is succession planning in place for the chairperson. |
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The Chairman is appointed by the board on an annual basis |
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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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Refer to Page 12 of the Integrated Annual Report |
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Practice: |
The chairperson of the board is not the chairperson of the remuneration committee. |
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Practice: |
The nominations committee oversees a formal succession plan for the board, CEO and certain senior executive appointments. |
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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 Board appointed the CEO and provides input into senior management appointments. |
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Practice: |
The board has input in other senior executive appointments. |
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The Board provides input into senior management appointments. |
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Practice: |
The board defines its own level of materiality and approves a delegation of authority framework. |
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A delegation of authority framework is in place |
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Practice: |
The role and function of the CEO is formalised. |
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There is no formal document containing the role and function of the CEO. There are however established practices in place as the CEO has been in the position for 55 years |
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Practice: |
The CEO is not a member of the remuneration committee. |
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As the CEO is the majority shareholder of the company he joins two non-executive directors on the remuneration committee. |
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Practice: |
The CEO is not a member of the audit committee. |
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3 non-executive directors are the only members of the audit committee |
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Practice: |
The CEO is not a member of the nomination committee. |
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As the CEO is the majority shareholder of the company he joins two non-executive directors on the nomination committee. |
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Practice: |
There is a formal succession plan in place for the CEO and other senior executives. |
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Succession planning is in place for senior executives, although the plan is not formally documented |
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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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Principle 2.18: The Board comprises a balance of power, with a majority of non executive directors. The majority of non executive directors are independent. |
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Practice: |
The classification of directors as independent or otherwise is disclosed on the basis of the yearly assessment of the independence of the independent non-executive directors. |
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Refer to pages 26 to 27 of the Integrated Annual Report |
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Practice: |
There is reporting on the procedure and outcome of the assessment of the suitability of non-executive independent directors to continue on the board as such, for a period longer than nine years. |
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We have not reported on the suitability of non-executive independent directors continuing to serve on the board for longer than nine years. |
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Practice: |
The nominations committee recommends eligibility of prospective directors on the basis of past performance, contribution and the objectivity of business judgement calls. |
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Practice: |
The board comprises a majority of non-executive directors. |
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Due to the size of the Group the board feels that appointing additional non-executive directors at this moment will neither be cost efficient nor to the advantage of the Group. |
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Practice: |
A majority of non-executive directors are independent. |
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All non-executive directors are independent. |
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Practice: |
The board has a minimum of two executive directors - the CEO and the director responsible for finance. |
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There are five executive directors on the board including the CEO and the director responsible for finance. |
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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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Due to the relatively small size of the company the board consists of 5 executive directors and 3 non-executive directors. This is considered adequate for a company of Spanjaard Limited’s size and nature. See Page 4 of the Integrated Annual Report |
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Practice: |
The board has considered whether its size, diversity and demographics make it effective. |
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The board considers its size, diversity and demographics adequate to be effective considering the relatively small size and nature of the company. See Page 4 of the Integrated Annual Report. |
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Practice: |
At least one third of non-executive directors rotates every year. |
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The company's Memorandum of incorporation requires that at least 1/3 of non-executive directors stand for reelection every year. See Page 5 of the Integrated Annual Report for details of the director standing for re-election. |
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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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Independence and performance is continuously assessed by the board for both non-executive and executive directors. |
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Practice: |
The board, through the nomination committee, recommends eligibility for re-election of retiring non-executive directors, while considering past performance, contribution and the objectivity of business judgement calls. |
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Following from continuous assessment of the performance of the non-executive directors, the board determines whether retiring non-executive directors should be eligible for re-election. |
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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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Non-executive directors' independence are continuously evaluated. Directors holding less than 5% of the company's shares are considered to be independent. |
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Principle 2.19: Directors are appointed through a formal process |
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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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Practice: |
Procedures for appointments to the board are formal and transparent and are a matter for the board as a whole, assisted by the nomination committee. |
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The Board has adopted a policy on the procedures for the appointment of directors to the board. This policy ensures that the procedure is transparent and a matter for the Board as a whole. Refer to page 4 of the Integrated Annual Report |
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Practice: |
Prior to their appointment, procedures are in place to investigate the candidates' backgrounds along the lines of the approach required for listed companies by the JSE . |
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The Board has adopted a policy on the procedures for the appointment of directors to the board. This policy ensures that a full background check is performed in line with the company's recruitment procedures. Refer to Page 4 of the Integrated Annual Report |
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Practice: |
Details of directors' appointment procedure and composition of board are provided in the integrated report. |
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See page 4 of the Integrated Annual Report |
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Practice: |
The board makes full disclosure regarding individual directors to enable shareholders to make their own assessment of directors. |
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Refer to pages 12 to 13 of the Integrated Annual Report |
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Practice: |
Reasons for the removal, resignation or retirement of directors are provided. |
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Refer to Page 28 of the Integrated Annual Report |
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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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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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Refer to pages 4 to 6 of the Integrated Annual Report. |
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Practice: |
The nominations committee identifies and participates in selecting board members. |
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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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Inexperienced directors are guided in their new duties through on the job training and attend relevant training programs throughout the year. All executive directors are also members of the Institute of Directors |
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Practice: |
The board ensures that continuing professional development programmes are implemented.... |
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All new Executive directors become members of the IODSA and are urged to attend workshops and seminars enabling them to contribute effectively to 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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All Executive directors are members of the Institute of Directors and receives regular updates through the IODSA and are encouraged to attend regular workshops and seminars throughout the year. |
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Practice: |
The board ensures that a formal induction programme is established for new directors. |
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All new Executive directors become members of the IODSA and are urged to attend workshops and seminars enabling them to contribute effectively to the Board. Although new directors are enabled to contribute effectively as quickly as possible by on the job training, a formal induction program is yet to be developed. |
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Principle 2.21: The Board is assisted by a competent, suitably qualified and experienced company secretary. |
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Practice: |
The company secretary is empowered by the board to effectively perform his duties. |
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The company secretary is empowered 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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The board is entitled to both appoint and remove the company secretary. |
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Practice: |
The company complies with the provisions of the Companies Act, 2008 in relation to the appointment and removal of the company secretary. |
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The 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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Practice: |
The role and function of the company secretary is formalised. |
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Although the role and function of the company secretary are understood and performed, this is yet to be formulated in writing. |
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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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Principle 2.22: The evaluation of the Board, its committees and individual directors is performed every year. |
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Practice: |
An overview of the appraisal process of the board, board committees, individual directors, the results thereof and action plans are disclosed in the integrated report. |
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Refer to the various committee reports in the Integrated Annual 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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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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Performance of Directors and the committees are evaluated on an ongoing basis, however these are not formally documented. |
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Practice: |
The results of performance evaluation are used to identify training needs for directors. |
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Practice: |
The nomination for re-appointment of a director only occurs after the evaluation of the performance and attendance of the director. |
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The performance of directors are continuously evaluated in an informal way. |
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Principle 2.23: The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities. |
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Practice: |
The composition and role of each board committee are disclosed. |
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Practice: |
The names and details of any external advisers who regularly attend or are invited to attend committee meetings are disclosed. |
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Refer to pages 4 to 8 of the Integrated Annual 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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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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Practice: |
There is a board remuneration committee. |
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Refer to page 6 of the Integrated Annual Report |
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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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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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Practice: |
All members of the remuneration committee are non-executive directors. |
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Practice: |
The remuneration committee is chaired by an independent director. |
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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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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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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: |
There is a governance framework between the group and its subsidiary boards. |
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The board of directors of the Group also act for all subsidiaries. |
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Practice: |
There are formal policies and practices in place to ensure equal treatment of shareholders within the group. |
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Practice: |
Insider Trading is dealt with in terms of relevant stock exchange rules. |
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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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Practice: |
The holding company respects the fiduciary duty of the director who represents the holding company on the board of the subsidiary to that subsidiary. |
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Practice: |
The integrated report provides details of the implementation and adoption of policies, processes or procedures of the holding company by subsidiary company(ies). |
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Practice: |
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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Principle 2.25: The company remunerates its directors and executives fairly. |
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Practice: |
There exists remuneration policies and practices that address base pay and bonuses, employee contracts, severance and retirement benefits and share-based and other long-term incentive schemes. |
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The board through the remuneration committee considers the remuneration of the executive and non-executive directors on an annual basis which is bench marked against peer groups to ensure fair remuneration. Non-executive directors' fees are approved by shareholders with all executive remuneration disclosed in the integrated annual report. See Page 6 of the Integrated Annual Report |
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Practice: |
Remuneration policies and practices are aligned with company strategy. |
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The board through the remuneration committee considers the remuneration of the executive and non-executive directors on an annual basis which is bench marked against peer groups to ensure fair remuneration. Non-executive directors' fees are approved by shareholders with all executive remuneration disclosed in the integrated annual report on page 28. |
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Practice: |
Incentives are based on targets, both financial and sustainability related, that are stretching, verifiable and relevant. |
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Incentives are linked to the financial and qualitative performance of both the company and the individual concerned. |
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Practice: |
Multiple performance measures are used to avoid manipulation of results or poor business decisions. |
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Quantitative and Qualitative performance measures are in place. |
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Practice: |
Remuneration levels reflect the contribution of senior executives. |
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The Remuneration Committee is responsible for ensuring that Executive Directors and senior management are appropriately remunerated and incentivised for their contribution to the Group’s financial and operating performance. |
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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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There are currently no defined long-term incentives in place |
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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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Employment contracts do not provide for any remuneration on termination of employment contracts except for that remuneration that employees are entitled to in terms of the relevant South African labour legislation. |
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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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There are no contractual bonuses payable to any board member. |
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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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There are no provisions for severance payments of any sort in employment contracts save for those that the company is liable to pay in terms of South African labour legislation. |
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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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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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Practice: |
No awards of share options and incentives are allowed in closed periods. |
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Practice: |
No backdating of awards of share options and incentives is allowed. |
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Practice: |
Awards of share options and incentives are subject to a vesting period from 3 to 10 years. |
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Practice: |
The value of awards of share options and incentives are not significant in comparison to base pay. |
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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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Practice: |
Non-executive fees comprise a base fee and attendance fee per meeting. |
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Non-executive fees comprise a fixed fee per month and they are expected to attend all board meetings. |
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Practice: |
Non-executive fees are approved by shareholders in advance by special resolution. |
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Non-executive remuneration is approved by the shareholders at the company's Annual General Meeting |
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Practice: |
The company has established share-based and/or long-term incentive schemes. |
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There are no share-based and/or long-term incentive schemes in place |
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Practice: |
The remuneration report includes details of retention benefits paid. |
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Practice: |
The remuneration report includes details of limits for participation in incentive schemes. |
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There are no incentive schemes in operation. |
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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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no Share Options have been granted to board members. |
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Practice: |
The remuneration report includes details of main performance parameters. |
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Practice: |
The remuneration committee's terms of reference are approved by the board. |
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Practice: |
The remuneration committee assists the board in setting and administering remuneration. |
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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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Practice: |
The remuneration committee satisfies itself as to the accuracy of recorded performance measures that govern vesting of incentives. |
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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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Practice: |
The remuneration committee selects an appropriate comparative group when comparing remuneration levels. |
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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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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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Practice: |
The remuneration committee advises on the remuneration of non-executive directors. |
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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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Refer to page 28 of the Integrated Annual Report |
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Practice: |
The remuneration report includes details of all benefits paid and awarded to directors. |
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Practice: |
The remuneration report includes an overview of the policy on base pay. |
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Directors base pay is in line with all other employees of the company. |
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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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Practice: |
The remuneration report includes details of material payments that are ex-gratia in nature. |
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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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Practice: |
The nature and period of restraint provided for in executive service contracts are disclosed in the remuneration report. |
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Practice: |
The maximum and the expected potential dilution as a result of incentive awards are disclosed in the remuneration report. |
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Practice: |
Details of the non-executive directors' fees, including those fees payable for serving on a board committee are disclosed in the remuneration report. |
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Refer to Page 30 of the Integrated Annual 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 nominations committee presents shareholders with suitable candidates for election as audit committee members. |
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Practice: |
The audit committee's terms of reference are approved by the board. |
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Practice: |
The audit committee meets at least twice a year. |
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Refer to page 5 of the Integrated Annual Report |
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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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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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Refer to page 5 of the Integrated Annual Report |
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Practice: |
It is disclosed whether the audit committee has adopted formal terms of reference. |
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Refer to page 19 of the Integrated Annual 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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Refer to page 19 of the Integrated Annual 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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Refer to Page 5 of the Integrated Annual Report. Although details are given about the members of the audit committee, the period that each member has served on the committee is not disclosed. |
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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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Refer to page 5 of the Integrated Annual Report |
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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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Refer to page 7 of the Integrated Annual Report |
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Practice: |
The shareholders elect the audit committee members at the AGM. |
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Practice: |
The audit committee consists of at least three members. |
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Practice: |
All members of the audit committee are independent non-executive directors. |
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Practice: |
Audit committee members collectively have knowledge and experience on financial risks, financial and sustainability reporting, and internal controls. |
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Practice: |
Audit committee members collectively have knowledge and experience on corporate law. |
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Practice: |
Audit committee members collectively have a thorough understanding of the complexities of International Financial Reporting Standards, South African Statements of Generally Accepted Accounting Practice, Global Reporting Initiative standards or any other financial reporting framework and set of standards applicable. |
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Practice: |
The board fills vacancies on the audit committee that arise until the next AGM when the formal election is done by shareholders . |
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Practice: |
The nominations committee evaluates whether audit committee members collectively have basic level of qualification and experience. |
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Principle 3.3: The audit committee is chaired by an independent non-executive director. |
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Practice: |
The chairperson of the audit committee is an independent non-executive director and not the chairperson of board. |
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The current Chairman of the audit committee was appointed Independent Non-executive Chairman of the Board during the 2016/17 financial year and is yet to vacate his post as Chairman of the Audit Committee |
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Practice: |
The chairperson of the audit committee is selected by the board. |
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Practice: |
the chairperson of the audit committee attends the AGM. |
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Principle 3.4: The audit committee oversees integrated reporting |
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Practice: |
The audit committee recommends the integrated report for approval by the board. |
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Practice: |
The audit committee arbiters between the management and the external auditors when there is a disagreement on auditing and accounting matters. |
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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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Practice: |
The audit committee recommends to the board the whether to engage an external assurance provider on material sustainability issues. |
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The sustainability report is not externally assured. |
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Practice: |
The audit committee evaluates the independence and quality of the external assurance providers on sustainability. |
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The sustainability report is not externally assured. |
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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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There is no internal audit function at the company at this time |
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Practice: |
The internal audit plan is approved by the audit committee. |
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There is no internal audit function at the company at this time |
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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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There is no internal audit function at the company at this time |
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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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There is no internal audit function at the company at this time |
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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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There is no internal audit function at the company at this time |
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Principle 3.8: The audit committee is an integral component of the risk management process. |
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Practice: |
There is a statement from the board in the integrated report on the effectiveness of internal financial controls based on a formal documented review thereof. |
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Practice: |
The terms of reference of the audit committee set out its responsibilities regarding risk management. |
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Practice: |
The audit committee specifically has oversight of financial reporting risks, internal financial controls, fraud risks as these relate to financial reporting and IT risks as these relate to internal reporting. |
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Practice: |
There is a risk committee consisting of board members. |
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The Audit Committee carries out this function |
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Practice: |
The risk committee has oversight of the company's risk management function. |
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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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Refer to page 19 of the Integrated Annual Report |
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Practice: |
The audit committee approves the external auditors' terms of engagement and remuneration. |
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Practice: |
The audit committee monitors and reports on the external auditor's independence. |
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Refer to page 19 of the Integrated Annual Report |
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Practice: |
The audit committee defines a policy for non-audit services provided by the external auditor. |
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Practice: |
The audit committee reviews any accounting and auditing concerns identified as a result of the internal or external audit. |
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Practice: |
The audit committee is informed of any Reportable Irregularities identified and reported by the external auditor. |
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Practice: |
The audit committee reviews the quality and effectiveness of the external audit process. |
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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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Refer to page 19 of the Integrated Annual 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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Refer to page 19 of the Integrated Annual 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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Refer to page 19 of the Integrated Annual 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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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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The audit committee is currently responsible for risk management in the company and provides the board with updates if the risk environment deviates from the company's risk tolerance. A policy and plan for risk management will be documented in due course. |
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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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Refer to the board charter. |
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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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Refer to Page 17 of the Integrated Annual 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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Risks are constantly identified and discussed in board meetings and management programs are put in place to improve the performance of the company |
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Practice: |
The board monitors that risks taken are within the tolerance and appetite levels. |
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Risks are constantly identified and discussed in board meetings and management programs are put in place to improve the performance of the company |
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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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Practice: |
The risk committee has a minimum of three members. |
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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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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 assumes overall responsibility for risk management and all identified risks are constantly identified and discussed in board meetings and management programs are put in place to improve the performance of the company |
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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: |
Risks are prioritised and ranked to focus responses and interventions. |
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Risks are constantly identified and discussed in board meetings and management programs are put in place to improve the performance of the company |
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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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Risks are constantly identified and discussed in board meetings and management programs are put in place to improve the performance of the company |
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Practice: |
The board ensures that effective and ongoing risk assessments are performed. |
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Risks are constantly identified and discussed in board meetings and management programs are put in place to improve the performance of the company |
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Practice: |
A systematic, documented, formal risk assessment is conducted at least once a year. |
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Risks are constantly identified and discussed in board meetings and management programs are put in place to improve the performance of the company. However, they are not normally formally documented |
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Practice: |
The board regularly receives and reviews a register of the company's key risks. |
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Risks are constantly identified and discussed in board meetings and management programs are put in place to improve the performance of the company. However the process has not been formalised |
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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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Risks are constantly identified and discussed in board meetings and management programs are put in place to improve the performance of the company |
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Practice: |
The board ensures that key risks are quantified where practicable. |
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Risks are constantly identified and discussed in board meetings and management programs are put in place to improve the performance of the company |
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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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See board charter |
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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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The company's IT is completely outsourced and the board is satisfied that IT resources are effectively and efficiently managed and controlled |
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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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Practice: |
The board ensures that an IT charter and policies are established and implemented. |
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The IT function is completely outsourced and reliance is placed on the independent service provider. |
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Practice: |
The board receives independent assurance on the effectiveness of the IT internal controls. |
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Although independent assurance on the effectiveness of the IT internal controls is not received, the testing of IT internal controls forms part of the annual external audit and any weaknesses identified by the auditors are discussed and addressed. |
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Principle 5.2: IT has been aligned with the performance and sustainability objectives of the company. |
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Practice: |
The board ensures that IT strategy is integrated with the company's strategic and business processes. |
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The company's IT is completely outsourced and the board considers its current systems and processes adequate for the foreseeable future. |
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Practice: |
The board ensures that there is a process in place to identify and exploit opportunities to improve the performance and sustainability of the company through the use of IT. |
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New opportunities are continuously evaluated as they are brought to the boards attention. |
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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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Management assumes overall responsibility for the implementation of all the structures, processes and mechanisms of the IT governance framework. |
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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 Executive Director: Operations has been given overall responsibility for IT and works closely with the outsourced service provider to ensure that the all matters of importance are identified and then discussed at board level. |
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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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IT projects are continuously evaluated and under performing systems are discontinued or improved. |
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Practice: |
Business strategies and objectives and the role of IT in achieving them are clear. |
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The board acknowledges the importance of IT in achieving business strategies and objectives. |
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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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All IT spending is approved by the Executive Director: Operations and/or the CEO |
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Principle 5.5: IT is an integral part of the company’s risk management plan. |
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Practice: |
IT risks form an integral part of the company's risk management activities. |
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IT risks form an integral part of the company's risk management process and the board ensures that the company's IT systems are up to date with the latest protection systems. |
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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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Management has ensured that there are adequate backups of the company's systems and data to ensure that the business can continue should there be an IT disaster. |
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Practice: |
The board ensures that the company complies with IT laws and that IT related rules, codes and standards are considered. |
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Principle 5.6: The Board ensured that information assets are managed effectively. |
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Practice: |
The board ensures all personal information is treated by the company as an important business asset and is identified. |
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Practice: |
The board ensures that an Information Security Management System is developed, implemented and recorded that ensures security (confidentiality, integrity and availability of information). |
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Principle 6.1: The Board ensures that the company complies with applicable laws and considers adherence to non binding rules, codes and standards. |
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Practice: |
The company has a system in place to ensure compliance with all applicable laws. |
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Practice: |
Compliance with applicable laws is understood not only in terms of the obligations that they create, but also for the rights and protection that they afford. |
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Practice: |
The board oversees that the compliance policy and system provide for examination of the context of law, and how other applicable laws interact with it. |
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Practice: |
The board continually monitors the company's compliance with applicable laws, rules, codes and standards. |
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The Social and Ethics Committee and the Audit Committee assumes responsibility for making sure the company complies with all laws, rules, codes and standards. |
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Practice: |
The extent of adherence to applicable non-binding rules, codes and standards is disclosed in the integrated report. |
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Practice: |
Details of how board discharged its responsibility to establish an effective compliance framework and processes are disclosed in the integrated report. |
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Refer to Page 7 of the Integrated Annual 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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One of the functions of the Social and Ethics Committee as well as the audit committee is to ensure that the company is aware of and management complies with all relevant legislation |
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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 CEO is responsible for the management of compliance |
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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 CEO is responsible for the management of compliance |
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Practice: |
There is disclosure of material (or immaterial, but often repeated) regulatory penalties, sanctions or fines for contraventions or noncompliance with statutory obligations that were imposed on the company or any of its directors or officers; or a statement that no such events took place. |
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Practice: |
The compliance function has adequate resources to fulfil its duties. |
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The CEO is responsible for the management of compliance |
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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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There is no formal documented legal compliance policy |
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Practice: |
The board receives assurance on the effectiveness of the controls around compliance with laws, rules, codes and standards. |
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The board does not receive assurance in this regard |
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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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Refer to the code of conduct |
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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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The responsibility for the operation of the internal control lies with the executive directors who review them regularly to be satisfied that they are appropriate to provide reasonable assurance against material misstatement or loss. Because of this compensating control and the small size of the Group, it is the view of the board that no internal audit function in required. |
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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: |
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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Refer to Page 7 of the Integrated Annual Report |
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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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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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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 company continuously evaluates its performance by conducting surveys and seeking to improve where shortcomings are identified eg. Customer Satisfaction surveys. |
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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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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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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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There is a regular review of Customer Perception surveys and interpreting the feedback received from them. There is a formal review process whereby results are analysed and the survey improved. |
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Principle 8.2: The Board should delegate to management to proactively deal with stakeholder relationships. |
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Practice: |
Management develops a strategy and formulates policies for the management of relationships with each stakeholder grouping. |
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The CEO develops and communicates policies throughout the organisation for the management of stakeholder relationships. |
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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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Practice: |
The board encourages shareholders to attend the AGMs. |
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All shareholders are made aware of and invited to the company's AGM through official channels. |
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Principle 8.4: Companies should ensure the equitable treatment of shareholders. |
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Practice: |
There is equitable treatment of all holders of the same class of shares issued. |
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There is only one class of share in issue at this time, of which all holders are treated equally. |
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Practice: |
The board ensures that minority shareholders are protected. |
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The board acts in the interests of all shareholders at all times. |
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Principle 8.5: Transparent and effective communication with stakeholders is essential for building and maintaining their trust and confidence. |
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Practice: |
The board has adopted communication guidelines that support a responsible communication programme. |
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The company's communication channels are always open and contact details are publicly made available to all stakeholders for direct communication. |
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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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All communication is done within the guidelines set by the Johannesburg Securities Exchange Listing Requirements. |
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Practice: |
Reasons for refusals of requests for information that were lodged with the company in terms of the Promotion of Access to Information Act, 2000 are included in the integrated report. |
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Principle 9.1: The Board should ensure the integrity of the company’s integrated report. |
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Practice: |
The company has controls to enable it to verify and safeguard the integrity of its integrated report. |
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The company employs two qualified Chartered Accountants including the Financial Director who is responsible for the accuracy and reliability of the Integrated Report. The Integrated Report, although not audited, is reviewed by the company's auditors for inaccuracies and improvements are suggested. |
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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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See page 10 of the Integrated Annual Report |
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Practice: |
The board discloses if the company is a going concern. |
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Refer to page 17 of the Integrated Annual Report |
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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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Refer to pages 14 and 15 of the Integrated Annual Report |
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Practice: |
The integrated report discloses the nature of the company's dealings with stakeholders and the outcomes of these dealings. |
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Refer to Note 29 of the Annual Financial Statements. |
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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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The sustainability report is not independently assured at the moment and the company will continue to assess the need in future. |
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Practice: |
The scope of independent assurance over sustainability report is disclosed in the integrated report. |
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No assurance is given on the sustainability report. |
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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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