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zz_Torre Industries Limited - 2012/144604/06 |
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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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Both these statements are correct:
- The board sets the values that the company adheres to; and
- These values are documented 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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The board ensures that the board's and management's conduct align with the company values. |
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Practice: |
The board promotes the stakeholder-inclusive approach of governance and takes account of the impact of the company's operations on internal and external stakeholders. |
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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. The Integrated Annual Report sets out the stakeholders identified, together with the material issues and communication to stakeholders. |
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Practice: |
All deliberations, decisions and actions of board are based on fairness, accountability, responsibility, transparency. |
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Deliberations, decisions and actions of the board are based on fairness, accountability, responsibility and transparency. |
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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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Directors, in performing their stewardship role, live 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 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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Risk analysis has been performed at Business Unit level for both operational and strategic risks, as well as at group level. |
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Practice: |
The board considers not only financial performance, but also the impact of the company's operations on society and the environment. |
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The Group strives to be a responsible corporate citizen who operates in a socially responsible manner, cognizant at all times of the people and environment in which we conduct our business activities. |
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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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The Group strives to be a responsible corporate citizen who operates in a socially responsible manner, cognizant at all times of the people and environment in which we conduct our business activities. |
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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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The Social, Ethics and Transformation Committee monitors the Group’s activities, having regard to any relevant legislation, other legal requirements, or prevailing codes of best practice, with regard to matters relating to:
• Social and economic development, including the Group’s standing in terms of the goals and purposes of the:
• Ten principles set out in the United Nations Global Compact Principles;
• OECD (Organisation for Economic Co-operation and Development) recommendations regarding corruption;
• Employment Equity Act; and
• Broad-based Black Economic Empowerment Act. |
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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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The Group currently operates in numerous jurisdictions and countries. The compliance
requirements are complex and international Groups are usually targets for the exchange
control, transfer pricing investigations and foreign corrupt practices.
The Group has established an outsourced internal audit function and all entities in the Group will be subject to reviews with validation during a rolling cycle. Adherence to the Group Regulatory Compliance framework will also be monitored as part of the internal audit function. |
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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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The board ensures that there is sufficient collaboration with stakeholders to promote ethical conduct and good corporate citizenship. |
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Practice: |
The board ensures that measurable corporate citizenship programmes and policies are developed and implemented. |
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The Social, Ethics and Transformation Committee monitors the Group’s activities, having regard to any relevant legislation, other legal requirements, or prevailing codes of best practice, with regard to matters relating to:
• Social and economic development, including the Group’s standing in terms of the goals and purposes of the:
• Ten principles set out in the United Nations Global Compact Principles;
• OECD (Organisation for Economic Co-operation and Development) recommendations regarding corruption;
• Employment Equity Act; and
• Broad-based Black Economic Empowerment Act
• Good corporate citizenship, including the Group’s:
• Promotion of equality, prevention of unfair discrimination, and reduction of corruption;
• Contribution to the development of communities in which its activities are predominantly conducted or within which its products or services are predominantly marketed; and
• Record of sponsorship, donations and charitable giving
• The environment, health and public safety, including the impact of the Group’s activities and of its products or services;
• Consumer relationships, including the Group’s advertising, public relations and compliance with consumer protection laws; and
• Labour and employment, including the Group’s:
• Standing in terms of the International Labour Organisation Protocol on decent work and working conditions; and
• Employment relationships and its contribution toward the educational development of its employees
In order to meet its monitoring obligations, the committee has developed a detailed work plan for the 2015/2016 financial year to ensure that the correct priority is given to the desired improvements and initiatives. It was proposed and accepted by the Social, Ethics and Transformation Committee that compliance is monitored according to the following categories:
• What is required by legislation;
• What is required in terms of our industry accreditations; and
• The Group’s additional commitment. |
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Principle 1.3: The Board ensures that the company ethics are managed effectively |
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Practice: |
The board ensures that ethical risks and opportunities are incorporated in the risk management process or ethics programme; i.e. and ethics risk and opportunity profile is compiled. |
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The board ensures that ethical risks and opportunities are assessed (i.e. identified and evaluated in terms of probability and impact) and that an ethics risk and opportunity profile is compiled. |
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Practice: |
The board ensures that the company's ethics performance is assessed, monitored, reported and disclosed. |
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The board ensures that the company's ethics performance is monitored, reported internally and disclosed. The Group’s policy is to conduct business with honesty and integrity and with the highest standard of personal and corporate ethics. This includes the promotion, enhancement, development and protection of the business interests, reputation and goodwill of the Group. The Board is responsible for corporate citizenship and accountability for the stewardship of Group assets. The Board provides stakeholders with the assurance that the Group’s business is managed responsibly.The board ensures that ethics is an integral part of the way in which the Group conducts its business and ensures the standards are integrated in all strategies and operations. |
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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 board ensures that ethics is an integral part of the way in which the Group conducts its business and ensures the standards are integrated in all strategies and operations.The Group tip-offs anonymous hot-line is also set up so that employees and other stakeholders can report unethical behaviour for investigation. Open and honest communication is encouraged with all stakeholders in the Group. |
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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 board ensures that ethics is an integral part of the way in which the Group conducts its business and ensures the standards are integrated in all strategies and operations. The Group tip-offs anonymous hot-line is also set up so that employees and other stakeholders can report unethical behaviour for investigation. Open and honest communication is encouraged with all stakeholders in the Group. |
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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 has a strategic plan and progress is continuously monitored. The annual progress report is included in the group’s Integrated Annual 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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The board, through the Social, Ethics and Transformation Committee takes adequate steps to ensure that long-term planning results in sustainable outcomes that take into account people, planet and profit.To be a responsible corporate citizen who operates in a socially responsible manner, cognizant at all times of the people and environment in which we conduct our business activities.
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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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The Integrated Annul Reports sets out the stakeholders identified, together with the material issues and communication to stakeholders in terms of the strategy of the Group. |
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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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Strategy implementation meets both of the following conditions:
- Strategy is translated into key performance and risk areas that include finance, ethics, compliance and sustainability; and
- The associated performance and risk measures are adequately 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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The board views sustainability as a business opportunity; i.e. long-term sustainability is considered when strategy is formulated and it guides strategy-setting. |
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Principle 2.14: The Board and its directors act in the best interests of the company |
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Practice: |
Directors are permitted to take independent advice in connection with their duties at company cost following a board approved procedure. |
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Directors are entitled to obtain independent advice to achieve their objectives at the request of the Board and its Committees. |
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Practice: |
Real or perceived conflicts of interest are disclosed to the board and managed appropriately. |
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All Board members are required to report any conflicts of interest that may arise in the course of their duties and are 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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The Company Secretary and Sponsor monitors directors’ and affected persons’ dealings in shares and ensures adherence to closed periods for share trading. A closed period for trading in the Group’s shares is maintained for prescribed periods to prevent any insider trading of the Group’s shares. Directors and members of senior management are prohibited from dealing in Torre shares during price-sensitive or closed periods. Closed periods apply at least every six months from 31 December and 30 June until the publication of the interim or annual financial results
respectively. A closed period is also applicable when the Company has issued a cautionary announcement to its shareholders. Directors and members of senior management may only deal in Torre shares outside a closed period, with the approval of the Chairman, Chief Executive Officer and the Company Secretary. |
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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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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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The role of CEO and Chairman is separate. The Chairman of the Board is a non-executive director, but for the financial year ending 30 June 2015, he was not considered independent due to his previous role as an executive director of SA French prior to the listing of Torre in November 2012. The Chairman is considered independent from 1 July 2015. Mr J Fizelle was the Group’s Lead Independent Director prior to his resignation on 30 April 2015. |
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Practice: |
The chairperson is not a former CEO. |
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The role of CEO and Chairman is separate. The Chairman of the Board is a non-executive director since the listing of the Company in November 2012. |
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Practice: |
The chairperson is elected by board members every year. |
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The chairman is appointed by the board every year.Mr Peter van Zyl has indicated that he will stand down as Chairman of the Board following the next Annual General Meeting scheduled for 8 December 2015. The Board has resolved to appoint Mr Christopher Seabrooke in his place as Chairman of the Board. In line with good corporate governance, Mr Peter van Zyl will take over as Chairman of the Remuneration Committee and Mr Christopher Seabrooke will take over as Chairman of the Nominations Committee. |
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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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Internal assessments of the Board, individual directors, Chairman, Company Secretary and its committees were conducted in June 2015. Following the assessments the Board was satisfied that the individual directors have the necessary skills, competence and knowledge to conduct their duties. |
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Practice: |
A formal role description exists for the chairperson. |
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A clear, written role description exists for the chairman. |
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Practice: |
There is succession planning in place for the chairperson. |
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Emergency succession planning including development plans are reported to and monitored by the Board quarterly. Mr Peter van Zyl has indicated that he will stand down as Chairman of the Board following the next Annual General Meeting scheduled for 8 December 2015. The Board has resolved to appoint Mr Christopher Seabrooke in his place as Chairman of the Board. In line with good corporate governance, Mr Peter van Zyl will take over as Chairman of the Remuneration Committee and Mr Christopher Seabrooke will take over as Chairman of the Nominations Committee. |
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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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The company discloses that the chairman is an independent non-executive director |
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Practice: |
The chairperson of the board is not the chairperson of the remuneration committee. |
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The chairman of the board is not the chairman 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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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 is responsible for the appointment of the CEO on recommendation of the Nominations Committee. The board has approved a delegation of authority as set out the Authority Levels Framework that sets out the required approvals for decisions and transactions within the group. |
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Practice: |
The board has input in other senior executive appointments. |
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The board contributes to decisions about senior executive appointments trough the Remuneration Committee that approves all senior employee 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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The board has approved a delegation of authority as set out the Authority Levels Framework that sets out the required approvals for decisions and transactions within the group. |
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Practice: |
The role and function of the CEO is formalised. |
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The board has approved a delegation of authority as set out the Authority Levels Framework that sets out the required approvals for decisions and transactions within the group. |
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Practice: |
The CEO is not a member of the remuneration committee. |
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The Remuneration Committee comprises five non-executive directors of whom three are independent. |
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Practice: |
The CEO is not a member of the audit committee. |
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The CEO is not a member of the audit committee.The Audit and Risk Committee comprises three independent non-executive directors |
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Practice: |
The CEO is not a member of the nomination committee. |
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The CEO is not a member of the nomination committee.The Nominations Committee comprises five non-executive directors, of whom four are independent. |
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Practice: |
There is a formal succession plan in place for the CEO and other senior executives. |
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Emergency succession planning including development plans are reported to and monitored by the Board quarterly. |
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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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New listing. Policy is in place. Performance evaluation to be implemented in first full trading period. |
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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 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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The nominations committee makes recommendations for appointment as director based on all of the following:
- knowledge and experience gap on the board;
- integrity of the candidate; and
- skills and capacity of the candidate.
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Practice: |
The board comprises a majority of non-executive directors. |
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The board adheres to this principle as set out in the corporate governance report included in the group’s Integrated Annual report, with the majority of directors being independent and non-executive. The Board currently comprises 8 directors of which 6 are non-executive. The majority of the non-executive directors are independent. |
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Practice: |
A majority of non-executive directors are independent. |
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The Board comprises 8 directors of which 6 are non-executive. Of the 6 non-executive directors, 4 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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The board has appointed a CEO (Charles Pettit) and CFO (Roy Midlane). |
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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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When determining the number of directors to serve on the board, the company considers the knowledge, skills and resources that are necessitated by the size and nature of its business. |
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Practice: |
The board has considered whether its size, diversity and demographics make it effective. |
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The board has considered whether its size, diversity and demographics make it effective |
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Practice: |
At least one third of non-executive directors rotates every year. |
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In terms of the Company’s Memorandum of Incorporation, one-third of the directors retire by rotation and are eligible for re-election at each annual general meeting. Executive directors are not subject to rotation. |
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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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A rigorous review will be performed in the future when a non-executive director serves for longer than 9 years. |
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Practice: |
The board, through the nomination committee, recommends eligibility for re-election of retiring non-executive directors, while considering past performance, contribution and the objectivity of business judgement calls. |
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The board, through the nomination committee, recommends whether retiring non-executive directors should be eligible for re-election based on past performance, contribution and the objectivity of business decisions. |
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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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In terms of the evaluation process, independent non-executive directors are evaluated individually with regard to their
independence.
The Board considers each director’s independence. The Committee follows the guidance contained in the King III report in assessing a non-executive director’s independence.
Based on the conclusions of the assessments performed the Board has confirmed the following independence status for non-executive directors:
Peter van Zyl – Independent from 1 July 2015. Mr Van Zyl was previously not considered independent due to his previous role as an executive director of SA French Limited prior to the listing of Torre in November 2012.
Moss Ngoasheng – Independent
Christopher Seabrooke – Independent
Lindiwe Bakoro – Independent
Mary Bomela – Not considered independent as she is a shareholder representative for MIC Investment Holdings Proprietary Limited which has a consulting contract with the Group.
Nchaupe Khaole - Not considered independent as he is a shareholder representative for MIC Investment Holdings Proprietary Limited which has a consulting contract with the Group.
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Practice: |
The classification of directors as independent or otherwise is disclosed on the basis of the yearly assessment of the independence of the independent non-executive directors. |
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The classification of directors as independent or otherwise in the integrated report is disclosed on the basis of a yearly assessment of the independence of the non-executive directors. The criteria and the results of the assessment are contained in 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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Principle 2.19: Directors are appointed through a formal process |
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Practice: |
Procedures for appointments to the board are formal and transparent and are a matter for the board as a whole, assisted by the nomination committee. |
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Procedures for appointments to the board are formal and transparent and are a matter for the board as a whole, assisted by the Nominations Committee, subject to shareholder approval. The board ascertains whether potential candidates are competent to be appointed as directors and whether they can contribute to the board. |
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Practice: |
Prior to their appointment, procedures are in place to investigate the candidates' backgrounds along the lines of the approach required for listed companies by the JSE . |
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Procedures for appointments to the board are formal and transparent and are a matter for the board as a whole, assisted by the Nominations Committee, subject to shareholder approval. The board ascertains whether potential candidates are competent to be appointed as directors and whether they can contribute to the board. |
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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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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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Practice: |
The nominations committee identifies and participates in selecting board members. |
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The nominations committee identifies and participates in selecting board members and the Company Secretary. |
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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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The nominations committee ensures that new directors have not been declared delinquent or are not serving probation in terms of section 162 of the Companies Act, 2008. |
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Practice: |
An agreement is concluded with all non-executive directors that includes the directors' code of conduct to be complied with, the contribution that is expected from the specific individual, the remuneration for holding office as director and the terms of directors' and officers' liability insurance to be provided. |
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All non-executive directors have formal letters of appointment that contain the following:
- the directors' code of conduct;
- the contribution that is expected from each director;
- the remuneration for holding office as director; and
- the terms of directors' and officers' liability insurance. |
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Practice: |
Details of directors' appointment procedure and composition of board are provided in the integrated report. |
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The integrated report gives details of both directors' appointment procedures, and the composition of the board. |
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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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Ref no: 15-208-1702
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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Practice: |
Reasons for the removal, resignation or retirement of directors are provided. |
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Additional information on the resignations during the year could have been provided. |
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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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The board has an induction programme to familiarise incoming directors with the group’s operations, its business environment, and the sustainability issues relevant to its business. It also introduces them to members of senior management and apprises them of their respective duties and responsibilities. Ongoing director development is encouraged to enhance the effectiveness of the board.
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Practice: |
The board ensures that continuing professional development programmes are implemented.... |
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The board has an induction programme to familiarise incoming directors with the group’s operations, its business environment, and the sustainability issues relevant to its business. It also introduces them to members of senior management and apprises them of their respective duties and responsibilities. Ongoing director development is encouraged to enhance the effectiveness of the board.
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Practice: |
The board ensures that directors receive regular briefings on changes in risks, laws and the business environment. |
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The board is responsible for the group’s compliance with applicable laws and with those non-binding rules, codes and standards with which the group elected to comply. One of the important responsibilities of the board is therefore to monitor the group’s compliance with all applicable laws, rules, codes and standards. This monitoring is conducted by the Social, Ethics and Transformation Committee which is a sub-committee of the board. In order to meet its monitoring obligations, the Social, Ethics and Transformation Committee has developed a detailed work plan, which is regularly reviewed, to ensure that the correct priority is given to the desired improvements and initiatives. Compliance in terms of the work plan is allocated between items that are either: required in terms of legislation; required in terms of industry accreditations; and the group’s additional commitment. Progress in terms of the work plan is reported at each committee meeting and feedback is given to the board timeously. The main areas of focus are covered in the environmental and social sustainability report included in the group’s Integrated Annual report. |
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Practice: |
The board ensures that a formal induction programme is established for new directors. |
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The board has an induction programme to familiarise incoming directors with the group’s operations, its business environment, and the sustainability issues relevant to its business. It also introduces them to members of senior management and apprises them of their respective duties and responsibilities. Ongoing director development is encouraged to enhance the effectiveness of the board.
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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 Board undertakes an annual evaluation of the Company Secretary in accordance with the JSE Listings Requirements. The evaluation criteria for the Company Secretary includes assessing the qualifications, knowledge of and experience with relevant laws, ability to provide comprehensive support to the group and the directors and ability to provide guidance to directors as to their duties, responsibilities and powers. The annual evaluation performed in June 2015 involved the completion of a questionnaire by Board members and a discussion during a meeting of the Board in the absence of the Company Secretary. Based on the results of the evaluation, the Board is comfortable that the Company Secretary maintains an arm’s length relationship with the Board at all times, has the relevant experience to discharge his duties and is sufficiently qualified and skilled to act in accordance with, and advise directors in terms of the JSE Listings Requirements and update the directors in terms of the recommendations of King III and other relevant laws. |
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Practice: |
The company secretary is appointed and removed by board. |
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The Board, through the Nominations Committee, appoints and removes 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 Secretary is required to fulfil the duties as set out in section 88 of the Companies Act and the JSE Listings Requirements, and to ensure that appropriate procedures and processes are in place for Board and Shareholder proceedings in compliance with the Memorandum of Incorporation of the Company. |
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Practice: |
The role and function of the company secretary is formalised. |
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The Company Secretary is required to fulfil the duties as set out in section 88 of the Companies Act and the JSE Listings Requirements, and to ensure that appropriate procedures and processes are in place for Board and Shareholder proceedings in compliance with the Memorandum of Incorporation of the Company. |
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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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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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The integrated report discloses all of the following:
- an overview of the appraisal process of the board, board committees, individual directors;
- the results of this appraisal process; and
- action plans emanating from results of the appraisal. |
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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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To determine the remuneration of the CEO and other executive directors, the remuneration committee considers the results of the evaluation of their performance, both as a directors and as executives. |
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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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In so far as the role, function and duties of the board, the board committees and individual directors are concerned, there are performance criteria in place that serve as a benchmark for performance appraisals. |
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Practice: |
The results of performance evaluation are used to identify training needs for directors. |
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The results of performance evaluations are constructively used to identify training and development 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 nomination for re-appointment of a director only occurs after an evaluation of the performance of the director. |
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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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Both of the following are disclosed in the integrated report regarding each board committee:
- composition; and
- role and mandate. |
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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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Not disclosed. |
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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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The audit and risk committee terms of reference deal adequately with all of the following:
- 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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The audit committee is entitled to obtain independent professional advice on any issue within its scope and the company will pay for such advice if the board approved procedure has been followed. |
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Practice: |
The risk committee's terms of reference are approved by the board. |
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The risk committee's terms of reference have been approved by the board and are reviewed every year. |
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Practice: |
The risk committee is chaired by a non-executive director. |
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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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The risk committee's terms of reference deal adequately with all of the following:
- 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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The risk committee is entitled to obtain independent professional advice on any issue within its scope and the company will pay for such advice if the board approved procedure has been followed. |
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Practice: |
There is a board remuneration committee. |
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There is a board remuneration committee. |
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Practice: |
The remuneration committee's terms of reference deal with: composition; objectives, purpose and activities; delegated authorities - including the extent of power to make decisions; tenure; and reporting mechanism to the board. |
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The remuneration committee terms of reference deal adequately with all of the following:
- 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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The remuneration committee is entitled to obtain independent professional advice on any issue within its scope and the company will pay for such advice if the board approved procedure has been followed. |
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Practice: |
All members of the remuneration committee are non-executive directors. |
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All members of the remuneration committee are non-executive directors and a majority of the members is independent. |
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Practice: |
The remuneration committee is chaired by an independent director. |
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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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The nominations committee's terms of reference have been approved by the board and are reviewed every year. |
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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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The nominations committee terms of reference deal adequately with all of the following:
- composition;
- objectives, purpose and activities;
- delegated authorities - including the extent of power to make decisions;
- tenure; and
- reporting mechanism to the board. |
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Practice: |
The majority of members of the nominations committee are independent. |
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The majority of members of the nominations committee consists of non-executive directors and a majority of the non-executive directors is 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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The nomination committee is entitled to obtain independent professional advice on any issue within its scope and the company will pay for such advice if the board approved procedure has been followed. |
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Practice: |
There is a nomination committee. |
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There is a nomination committee consisting of board members that are non-executive directors. |
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Principle 2.24: A governance framework has been agreed upon between the group and its subsidiary Boards |
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Practice: |
The integrated report provides details of the implementation and adoption of policies, processes or procedures of the holding company by subsidiary company(ies). |
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Practice: |
There is a governance framework between the group and its subsidiary boards. |
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There is a governance framework between the group and its subsidiary boards. An Authority Levels Framework has been approved by the Board and implemented. |
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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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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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The Company Secretary and Sponsor monitors directors’ and affected persons’ dealings in shares and ensures adherence to closed periods for share trading. A closed period for trading in the Group’s shares is maintained for prescribed periods to prevent any insider trading of the Group’s shares. Directors and members of senior management are prohibited from dealing in Torre shares during price-sensitive or closed periods.
Closed periods apply at least every six months from 31 December and 30 June until the publication of the interim or annual financial results respectively. A closed period is also applicable when the Company has issued a cautionary announcement to its shareholders. Directors and members of senior management may only deal in Torre shares outside a closed period, with the approval of the Chairman, Chief Executive Officer and the Company Secretary. |
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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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Implementation and adoption of the holding company's governance policies, processes or procedures are considered and approved. |
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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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The holding company that appoints a director to represent its shareholder interests on the board of the subsidiary company, respects the fiduciary duty of that director to the subsidiary company. |
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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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The holding company board consults with the chairman 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: |
High leveraging of incentive schemes is avoided. |
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The SAR-selected participants receive annual grants of SARs, which are conditional rights to receive Torre shares equal to the value of the difference between the exercise price and the grant price. Vesting of rights is subject to performance conditions being met and remaining employed with the group for the vesting period. The performance conditions and performance period are determined by the board on an annual basis in respect of each new grant of rights. The SAR vests after three years and must be exercised within two years from vesting. |
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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 group has adopted remuneration policies and practices for directors and executives that aim to create value for the group over the long term. The policies and practices are aligned with the group’s strategy and are reviewed regularly. The Remuneration Committee assists the board in its responsibility for setting and administering remuneration policies in the group’s long-term interests.
The committee considers and recommends remuneration policies for all levels in the group, but is especially concerned with the remuneration of senior executives, including executive directors, and it also advises on the remuneration of non-executive directors. In proposing the remuneration policy, the Remuneration Committee ensures that the mix of fixed and variable pay, in cash, shares and other elements, meets the group’s needs and strategic objectives. The board ensures that remuneration policies do not encourage behaviour contrary to the group’s risk management strategy.
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Practice: |
Remuneration policies and practices are aligned with company strategy. |
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The group has adopted remuneration policies and practices for directors and executives that aim to create value for the group over the long term. The policies and practices are aligned with the group’s strategy and are reviewed regularly. |
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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 based on targets that are both:
- related to both finances and sustainability; and
- stretching, verifiable and relevant. |
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Practice: |
Multiple performance measures are used to avoid manipulation of results or poor business decisions. |
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Growth in HEPS and cash-generation is used. |
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Practice: |
Remuneration levels reflect the contribution of senior executives. |
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The group has adopted remuneration policies and practices for directors and executives that aim to create value for the group over the long term. The policies and practices are aligned with the group’s strategy and are reviewed regularly. The Remuneration Committee assists the board in its responsibility for setting and administering remuneration policies in the group’s long-term interests.
The committee considers and recommends remuneration policies for all levels in the group, but is especially concerned with the remuneration of senior executives, including executive directors, and it also advises on the remuneration of non-executive directors. In proposing the remuneration policy, the Remuneration Committee ensures that the mix of fixed and variable pay, in cash, shares and other elements, meets the group’s needs and strategic objectives. The board ensures that remuneration policies do not encourage behaviour contrary to the group’s risk management strategy.
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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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The Group Remuneration comprises the following principal elements:
• Total Guaranteed Package;
• Short term incentives; and
• Long term incentive and retention schemes.
These remuneration elements are applicable to Executive Directors, members of the Executive Committee, Senior Managers and other key operational staff. The Committee seeks to ensure an appropriate balance between the fixed and performance-related elements of remuneration and between those aspects of the package linked to short-term financial performance and those aspects linked to longer-term shareholder value creation. |
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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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Executive directors are appointed in terms of written letters of appointment, which endure until retirement and are subject to termination with up to six months’ notice. The terms of employment are not subject to a restraint of trade undertaking or termination payments. |
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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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The Remuneration Committee can use its discretion to award bonuses or share-based payments to "good-leavers" on termination of employment as set out in the rules for the Long-terms Incentive plans. |
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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 is no provision in employment contracts for severance payments as result of change in control of the company. |
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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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Senior employee’s with significant managerial or other responsibility, including any director holding salaried employment or office in the group, are eligible to participate in the long-term incentive schemes. Non-executive directors may not be awarded rights in any of the incentive schemes.Both bonus shares and SARs are subject to performance conditions, however, for the bonus shares, performance is taken into account to determine award levels (through basing the award levels on actual annual short-term incentive), and for SARs, performance is taken into account to determine vesting levels. |
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Practice: |
The remuneration report includes details of main performance parameters. |
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The remuneration report includes details of the main performance parameters or targets for threshold, expected and beyond expectation performance of executive directors and other senior executives. |
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Practice: |
The remuneration committee's terms of reference are approved by the board. |
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The remuneration committee's terms of reference have been approved by the board and are reviewed every year. |
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Practice: |
The remuneration committee assists the board in setting and administering remuneration. |
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The remuneration committee assists the board in setting and administering remuneration policies for all levels in the company, but focuses on the remuneration of executive directors and other senior executives, and non-executive directors. |
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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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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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The remuneration committee satisfies itself on 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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The remuneration committee ensures that all benefits, including retirement benefits and other financial arrangements, are both 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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The remuneration committee selects an appropriate comparative group when determining 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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The remuneration committee ensures that remuneration levels reflect the contribution of senior executives and executive directors to company performance. |
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Practice: |
The remuneration committee regularly reviews incentive schemes to ensure continued contribution to shareholder value. |
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The remuneration committee regularly reviews incentive schemes to ensure their 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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The remuneration committee considers the appropriateness of early vesting of share-based incentive schemes at the end of employment. |
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Practice: |
Share incentive awards and options are granted regularly and consistently, generally once a year. |
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The SAR-selected participants receive annual grants of SARs, which are conditional rights to receive Torre shares equal to the value of the difference between the exercise price and the grant price. Vesting of rights is subject to performance conditions being met and remaining employed with the group for the vesting period. The performance conditions and performance period are determined by the board on an annual basis in respect of each new grant of rights. The SAR vests after three years and must be exercised within two years from vesting. |
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Practice: |
No awards of share options and incentives are allowed in closed periods. |
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The Company Secretary and Sponsor monitors directors’ and affected persons’ dealings in shares and ensures adherence to closed periods for share trading. A closed period for trading in the Group’s shares is maintained for prescribed periods to prevent any insider trading of the Group’s shares. Directors and members of senior management are prohibited from dealing in Torre shares (including the acceptance or exercising of options) during price-sensitive or closed periods. Closed periods apply at least every six months from 31 December and 30 June until the publication of the interim or annual financial results respectively. A closed period is also applicable when the Company has issued a cautionary announcement to its shareholders. Directors and members of senior management may only deal in Torre shares outside a closed period, with the approval of the Chairman, Chief Executive Officer and the Company Secretary. |
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Practice: |
No backdating of awards of share options and incentives is allowed. |
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Backdating of awards of share-based incentives and options is not allowed in terms of the rules of the schemes. |
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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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Awards vest after three years and must be exercised within two years from vesting. |
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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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The Group Remuneration comprises the following principal elements:
• Total Guaranteed Package;
• Short term incentives; and
• Long term incentive and retention schemes.
The Total Guaranteed Package is the largest component of total remuneration. |
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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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All vesting is at the discretion of the Remuneration Committee and not automatic. |
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Practice: |
Non-executive fees comprise a base fee and attendance fee per meeting. |
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Non-executive directors' fees comprise an annual fee only and includes attendance fees per meeting. Fees are not deducted for non-attendance but is taken into account in the annual evaluation of directors. The Group is of the opinion that the duties of non-executive directors are not just limited to their attendance at meetings. |
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Practice: |
Non-executive fees are approved by shareholders in advance by special resolution. |
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Shareholders approve non-executive directors' fees in advance by special resolution at the Annual General Meeting of the company. |
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Practice: |
The remuneration report includes details of retention benefits paid. |
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Incentive schemes to encourage retention are established separately, or are clearly distinguished, from those to reward performance and details thereof are disclosed in the remuneration report. |
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Practice: |
The remuneration report includes details of limits for participation in incentive schemes. |
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The remuneration report includes details of limits for participation in incentive schemes. |
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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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The remuneration report discloses performance measures for vesting of share options and the reasons for choosing those performance measures. |
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Practice: |
The remuneration committee advises on the remuneration of non-executive directors. |
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The remuneration committee advises on the remuneration of non-executive directors. |
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Practice: |
The company has established share-based and/or long-term incentive schemes. |
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In order to attract, motivate and retain key individuals, the committee approved two long-term share incentive plans,
which were also approved by shareholders on 30 September 2014. Participation in the schemes by Executives and Senior Management is based on criteria set by the committee.
The share-based schemes are:
• Share Appreciation Rights Scheme (SAR)
• Bonus Share Plan (BSP) |
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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 includes justification of salaries paid above median. |
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Applicable for certain scarce skills. |
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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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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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The remuneration report discloses both the nature and period of restraint provided for in executive service contracts. |
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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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The remuneration report discloses the maximum and the expected potential dilution due to incentive awards. |
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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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The remuneration report discloses the non-executive directors' fees, including fees for serving on a board committee. |
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Practice: |
The remuneration report is included in the integrated report. |
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A remuneration report is included in the integrated report. |
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Practice: |
The remuneration report includes details of all benefits paid and awarded to directors. |
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The remuneration report includes details of all benefits paid and awarded to individual directors. |
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Practice: |
The remuneration report includes an overview of the policy on base pay. |
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The remuneration report includes an overview of the policy on base pay. |
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Practice: |
The remuneration report includes details re the use of comparative benchmarks. |
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The remuneration report includes details about the use of comparative benchmarks for setting remuneration levels. |
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Principle 3.1: The Board has ensured that the company has an effective and independent audit committee |
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Practice: |
The audit committee's terms of reference are approved by the board. |
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The audit and risk committee's terms of reference have been approved by the board and are reviewed every year. |
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Practice: |
The audit committee meets at least twice a year. |
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The audit and risk committee meets at least three times a year. |
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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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At least once a year, the audit and risk committee meets with the external and internal auditors without management being present. |
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Practice: |
The nominations committee presents shareholders with suitable candidates for election as audit committee members. |
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The nominations committee presents shareholders with suitable candidates for election as audit and risk committee members. |
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Practice: |
There is an audit committee |
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The company has an audit and 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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The integrated report summarises the role and duties of the audit and risk committee. |
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Practice: |
It is disclosed whether the audit committee has adopted formal terms of reference. |
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It is disclosed in the integrated report that the audit and risk committee has adopted a formal terms of reference. |
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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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The integrated report discloses whether the audit committee has satisfied its responsibilities for the year in accordance with the formal terms of reference. |
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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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The integrated report discloses the names and qualifications of all members of the audit and risk committee during the period under review, and the period that each member has served on the committee. |
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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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The integrated report includes information about duties that the board has assigned to the audit and risk committee. |
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Practice: |
The shareholders elect the audit committee members at the AGM. |
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The shareholders elect the audit and risk committee members at the AGM. |
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Practice: |
The audit committee consists of at least three members. |
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The audit and risk committee consists of three members. |
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Practice: |
All members of the audit committee are independent non-executive directors. |
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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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Audit and risk committee members collectively have knowledge and experience of 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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Audit and risk committee members collectively have knowledge and experience of 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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Audit and risk 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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If vacancies on the audit and risk committee arise, the board fills them until the next AGM when shareholders elect members formally. |
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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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The nominations committee evaluates whether audit and risk committee members collectively have the required level of qualifications and experience. |
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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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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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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 chairman of the audit and risk committee is an independent non-executive director and not the chairman of the board. |
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Practice: |
The chairperson of the audit committee is selected by the board. |
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The chairman of the audit and risk committee is selected by the board. |
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Practice: |
the chairperson of the audit committee attends the AGM. |
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The chairman of the audit and risk 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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The audit and risk committee recommends the integrated report to the board for approval. |
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Practice: |
The audit committee arbiters between the management and the external auditors when there is a disagreement on auditing and accounting matters. |
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The audit committee is informed where there is disagreement on auditing or accounting matters between the management and the external auditors. The audit and risk committee meet with the external auditors without management. |
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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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The audit committee has regard to all factors and risks that may affect the integrity (i.e. accuracy and reliability of information) of the integrated report, including the following:
- judgements;
- changes in accounting policies;
- significant or unusual transactions;
- factors that may predispose management to present misleading information; and
- 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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The audit and risk committee reviews a written assessment (documented by management) of the going concern premise of the company at least quarterly. |
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Practice: |
The audit committee considers the need to issue interim results. |
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The audit and risk committee recommends to the board whether the external auditor should perform assurance procedures on interim results and review the results of such engagement. |
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Practice: |
The audit committee reviews the content of summarised information. |
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The audit and risk committee reviews the content of summarised information for whether it provides a balanced view of the company's 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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The audit committee engages the external auditors to provide assurance on the preliminary condensed reviewed results. |
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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 integrated report is reviewed by the audit and risk management committee and recommended to the board. The board has not found it necessary to obtain independent assurance for sustainability reporting as it is comfortable with the accuracy of the sustainability reporting within the integrated report. Certain areas are externally assured (environmental accreditation). |
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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 integrated report is reviewed by the audit and risk management committee and recommended to the board. The board has not found it necessary to obtain independent assurance for sustainability reporting as it is comfortable with the accuracy of the sustainability reporting. Certain areas are externally assured (environmental accreditation). |
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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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The audit and risk committee reviews the disclosure of sustainability issues in the integrated report to ensure that it is both reliable and not in conflict with the financial information. |
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Principle 3.6: The audit committee is satisfied with the expertise, resources and experience of the company’s finance function. |
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Practice: |
The results of the review of the finance function by the audit committee are disclosed in the integrated report. |
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The integrated report discloses the results of the audit and risk committee's evaluation of both the finance director and the finance function. |
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Practice: |
The audit committee performs review of the finance function every year. |
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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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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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The audit committee is responsible for the appointment, performance assessment and dismissal of the outsourced internal audit service provider. |
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Practice: |
The internal audit plan is approved by the audit committee. |
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The internal audit plan is approved by the audit and risk committee. |
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Practice: |
The audit committee ensures that the company's internal audit function is independent and has the necessary resources, standing and authority within the company to enable it to discharge its functions. |
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The audit and committee ensures that the company's internal audit function both:
- is independent; and
- has the necessary resources, standing and authority within the company to enable it to discharge its functions. |
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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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The audit and committee oversees cooperation between external and internal audit to avoid overlap of audit scope. |
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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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The audit and committee ensures that the internal audit function goes through an independent quality review in line with Institute of Internal Auditors' standards or whenever it considers it appropriate. |
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Principle 3.8: The audit committee is an integral component of the risk management process. |
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Practice: |
The terms of reference of the audit committee set out its responsibilities regarding risk management. |
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The terms of reference of the audit and risk committee set out its responsibilities for 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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The audit and risk committee oversees all of the following:
- financial reporting risks;
- internal financial controls;
- fraud risks related to financial reporting; and
- IT risks related to financial reporting. |
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Practice: |
There is a risk committee consisting of board members. |
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The audit and risk committee assists the board in carrying out its risk responsibilities |
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Practice: |
The risk committee has oversight of the company's risk management function. |
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The risk committee oversees the company's risk management function. |
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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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Both these statements are correct:
- In the integrated report, the audit committee makes a statement on the effectiveness of the system of internal financial controls; and
- This statement is based on a formal documented review performed by internal audit as well as reports from other assurance providers, management and the external auditors. |
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Principle 3.9: The audit committee is responsible for the recommending the appointment of the external auditor and overseeing the external audit process. |
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Practice: |
The audit committee recommends to shareholders the appointment, reappointment and removal of external auditors. |
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The audit and risk committee recommends to shareholders the appointment, reappointment and removal of the external auditor. |
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Practice: |
The audit committee approves the external auditors' terms of engagement and remuneration. |
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The audit and risk committee approves both the external auditor's 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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The audit and risk committee monitors and reports on the external auditor's independence. |
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Practice: |
The audit committee defines a policy for non-audit services provided by the external auditor. |
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The audit and risk committee has defined 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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The audit and risk 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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The audit and risk committee is informed of Reportable Irregularities identified and reported by the external auditor in terms of the Auditing Profession Act. |
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Practice: |
The audit committee reviews the quality and effectiveness of the external audit process. |
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The audit and risk 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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The integrated report describes how the audit committee carried out its functions during the period under review. |
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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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The integrated report includes a statement on whether the audit committee is satisfied that the auditor is independent of the company. |
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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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The integrated report includes commentary by the audit committee on all of the following:
- the financial statements;
- the accounting practices; and
- the internal financial controls of the company. |
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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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The audit committee reports internally to the board both on its statutory duties and on those duties that the board assigns to it. |
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Practice: |
The audit committee reports to the shareholders on it's statutory duties. |
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The audit and risk committee reports to the shareholders on all of its 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 risks of non-compliance is identified, assessed and responded to through the group‘s risk management process. The risk management framework provides an appropriate system for the management, monitoring and reporting thereof. The board has disclosed its views on the effectiveness of the group’s risk management processes in the statement of responsibility by the board of directors in the group’s Integrated Annual report. The risk report included in the group’s Integrated Annual report gives stakeholders an understanding of the risks facing the group and the mitigating plans that have been put in place to either reduce the probability of the event happening or to lessen the impact. |
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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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The board has a charter and terms of reference setting out its responsibilities and meets regularly to fulfil its duties in terms of risk governance. |
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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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The risk plan includes all of the following:
- the company's risk management structure;
- the risk management framework; i.e. the approach followed (IRMSA);
- the standards and methodology adopted; i.e. the measureable milestones (for example, tolerances, intervals, frequencies, frequency rates, etc);
- risk management guidelines;
- reference to integration of risk (for example, communication, training and awareness programmes); and
- details of the assurance and review of the risk management process. |
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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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The risk policy includes all of the following:
- 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 integrated report discloses how the board has satisfied itself that risk assessments, responses and interventions are effective. |
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The integrated report discloses details of how the board has satisfied itself that risk assessments, responses and interventions are effective. |
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Principle 4.2: The Board has determined the levels of risk tolerance |
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Practice: |
The board monitors that risks taken are within the tolerance and appetite levels. |
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The board monitors that risks are taken within the company's tolerance and appetite levels. |
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Practice: |
The board sets the levels of risk tolerance every year. |
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Risk Tolerance is included in the Integrated Risk Assurance framework approved and adopted by the Group. Risk tolerance is defined as the acceptable performance variation between the actual and target risk profile in relation to Financial, Commercial, Managerial and Operational factors, managed within the entity’s risk appetite. The gap between the two profiles indicates whether the entity is:
- Risk tolerance level
- Exceeding both appetite and tolerance
- Within tolerance but exceeding appetite
- Within appetite
Tolerances that are exceeded requires management action to treat, transfer or terminate the associated risk. |
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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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Will be reported on in the 2016 Integrated Annual Report. |
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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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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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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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The risk committee adequately reviews all of the following:
- 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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Risk committee is part of audit committee. Members are non-executive directors only. Members of senior management and risk function are invited to attend. |
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Practice: |
The risk committee has a minimum of three members. |
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The risk committee has at least 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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The risk committee members collectively have adequate and appropriate knowledge, skills and experience in 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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The risks of non-compliance is identified, assessed and responded to through the group‘s risk management process. The risk management framework provides an appropriate system for the management, monitoring and reporting thereof. The board has disclosed its views on the effectiveness of the group’s risk management processes in the statement of responsibility by the board of directors in the group’s Integrated Annual report. The risk report included in the group’s Integrated Annual report gives stakeholders an understanding of the risks facing the group and the mitigating plans that have been put in place to either reduce the probability of the event happening or to lessen the impact. |
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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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A Chief Risk Officer (CRO) or other senior employee responsible for risk management has been appointed and meets both the following requirements:
- The CRO or senior employee is a suitably experienced person; and
- The CRO or senior employee has access to and regular interaction on strategic matters with the board or appropriate board committee, and executive management. |
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Principle 4.5: The Board has ensured that risk assessments are performed on a continual basis. |
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Practice: |
The board ensures that effective and ongoing risk assessments are performed. |
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The board ensures that effective and ongoing risk assessments (i.e. identification and evaluation of risks in terms of probability and impact) are performed in terms of the Risk Management Plan contained in the Integrated Risk Assurance Framework approved by the Board. |
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Practice: |
A systematic, documented, formal risk assessment is conducted at least once a year. |
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A systematic, documented, formal risk assessment is conducted at least quarterly and presented to Audit and Risk Committee. |
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Practice: |
Risks are prioritised and ranked to focus responses and interventions. |
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The Integrated Risk Assurance Model contains a Risk Register and Assurance Plans identifies risks and prioritisation and associated assurance. The following is tracked for each risk identified:
- Potential loss / Impact Rating Table
- Likelihood Rating
- Inherent Risk Exposure
- Control Effectiveness Rating
- Residual Risk Exposure
- Link with the value drivers and strategic pursuits of the Group
- Risk appetite
- Risk Tolerance
- Levels of Defence
- Assurance Responses and Conclusions |
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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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Torre recognises that risk in business is a complex and diverse concept and that there are many parts of the organisation working at managing risk exposures. These parts will work together in a consistent and integrated manner with the overall objective of reducing risk as is appropriate. Consequently a two-tiered approach is followed: top-down and bottom-up. |
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Practice: |
The board regularly receives and reviews a register of the company's key risks. |
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The Integrated Risk Assurance Model comprising the Risk Registers and Assurance Plans are monitored by the Board at least quarterly. |
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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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The risk assessment process (i.e. identification and evaluation of risks in terms of probability and impact) involves all of the following:
- the risks affecting the various income streams of the company;
- the critical dependencies of the business; and
- the sustainability and the legitimate interests and expectations of stakeholders. |
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Practice: |
The board ensures that key risks are quantified where practicable. |
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The board ensures that key risks are quantified where practicable |
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Principle 4.10: The Board has ensured that there are processes in place which enable complete, timely, relevant, accurate and accessible risk disclosure to stakeholders. |
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Practice: |
There is disclosure of any material losses and their causes that the company has suffered for the period under review, the effect that these losses have had on the company and the steps taken by the board and the management to prevent a recurrence. |
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Will be reported on in the 2016 Integrated Annual Report. |
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Practice: |
There is disclosure of any current, imminent or envisaged risk that is considered to threaten the long-term sustainability of the company. |
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Practice: |
The board discloses its views on the effectiveness of the company's risk management processes. |
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The board discloses in the integrated report its views on the effectiveness of the company's risk management processes. |
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Principle 5.1: The Board is responsible of information technology (IT) governance. |
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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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The IT governance framework includes the structures, processes and mechanisms that will enable the delivery of value to the business and reduce 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 board ensures that an effective IT charter and policies are established and implemented |
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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 Group’s IT Steering Committee oversees the function of IT governance. The IT Steering Committee has the delegated authority from the Board for the effective and efficient management of IT resources in the Group and to facilitate the achievement of corporate objectives. |
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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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The Board is satisfied that the correct processes are in place to ensure complete, timely, relevant, accurate and accessible IT reporting. The Group’s IT Steering Committee oversees the function of IT governance. The IT Steering Committee has the delegated authority from the Board for the effective and efficient management of IT resources in the Group and to facilitate the achievement of corporate objectives. The IT Steering Committee is Chaired by Mr Roy Midlane as Chief Technology Officer (in addition to his role as Chief Financial Officer) and also comprises the IT Managers of the Business Units in the group including external service providers and meets at least quarterly. The Board is regularly informed of the Group’s IT function, its objectives, projects, risks and level of investment. |
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Practice: |
The board receives independent assurance on the effectiveness of the IT internal controls. |
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The Group’s IT Steering Committee oversees the function of IT governance. The IT Steering Committee has the delegated authority from the Board for the effective and efficient management of IT resources in the Group and to facilitate the achievement of corporate objectives. The IT Steering Committee is Chaired by Mr Roy Midlane as Chief Technology Officer (in addition to his role as Chief Financial Officer) and also comprises the IT Managers of the Business Units in the group including external service providers and meets at least quarterly. The Board is regularly informed of the Group’s IT function, its objectives, projects, risks and level of investment. Independent assurance is limited to specific high-risk areas only. |
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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 board ensures that IT strategy is effectively integrated with the company's strategic and business processes. |
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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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The board ensures that there is an effective 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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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 is responsible 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 Group’s IT Steering Committee oversees the function of IT governance. The IT Steering Committee has the delegated authority from the Board for the effective and efficient management of IT resources in the Group and to facilitate the achievement of corporate objectives. The IT Steering Committee is Chaired by Mr Roy Midlane as Chief Technology Officer (in addition to his role as Chief Financial Officer) and also comprises the IT Managers of the Business Units in the group including external service providers and meets at least quarterly. |
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Principle 5.4: The Board monitors and evaluates significant IT investments and expenditure. |
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Practice: |
The board oversees the value delivery of IT and monitors the return on investment from significant IT projects. |
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The Group’s IT Steering Committee oversees the function of IT governance. The IT Steering Committee has the delegated authority from the Board for the effective and efficient management of IT resources in the Group and to facilitate the achievement of corporate objectives. The IT Steering Committee is Chaired by Mr Roy Midlane as Chief Technology Officer (in addition to his role as Chief Financial Officer) and also comprises the IT Managers of the Business Units in the group including external service providers and meets at least quarterly. |
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Practice: |
Business strategies and objectives and the role of IT in achieving them are clear. |
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The role of IT in achieving business strategies and objectives is clear. |
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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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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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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. |
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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 regularly demonstrates to the board that the company has adequate business resilience arrangements in place for IT disaster recovery. |
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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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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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Currently in progress in terms of the requirements of POPI. |
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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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The board ensures that an Information Security Management System is developed, recorded and implemented; and
that the Information Security Management System 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 extent of adherence to applicable non-binding rules, codes and standards is disclosed in the integrated report. |
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Will be included in the 2016 Integrated Annual 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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The integrated report discloses details of how the board discharges its responsibility to establish an effective compliance framework and processes. |
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Practice: |
The company has a system in place to ensure compliance with all applicable laws. |
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The board assumes responsibility for the company's compliance with applicable laws and those non-binding rules, codes and standards that the company has voluntarily elected to comply with. |
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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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The board appreciates that the duty to act in the best interest of the company involves having regard to, not only the obligations that laws create, but also the rights and protection that they afford to the company. |
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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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The board oversees that the compliance policy and process take account of the context of law, and how applicable laws relate to one other. |
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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 board, through the Social, Ethics and Transformation Committee, continually monitors the company's volutary compliance with applicable laws, rules, codes and standards. |
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Principle 6.2: The Board and each individual director have a working understanding of the effect of applicable laws, rules, codes and standards on the company and its business. |
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Practice: |
The induction or ongoing training programmes of directors incorporate an overview of and changes to applicable laws, rules, codes and standards. |
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Both the induction and ongoing training programmes of directors include an overview of, and changes to, applicable laws, rules, codes and standards. The Company Secretary provides relevant updated to the Board and Committees. |
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Practice: |
Directors sufficiently familiarise themselves with the general content of applicable laws, rules, codes and standards in order to be able to discharge their legal duties. |
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Directors know the general content of applicable laws, rules, codes and standards sufficiently well to discharge their legal duties. |
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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: |
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: |
Management has established the appropriate structures; educates, trains and communicates; and measures compliance. |
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Management has established the appropriate structures to educate, train, communicate about, and measure compliance. |
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Practice: |
The CEO has appointed an individual responsible for the management of compliance; e.g.. a Chief Compliance Officer. |
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The Company Secretary is also responsible for Risk Management and Compliance in the Group. |
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Practice: |
The individual responsible for compliance is a suitably skilled and experienced person who has access to and interacts regularly on strategic compliance matters with the board and/or appropriate board committee and executive management. |
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The Company Secretary is also responsible for Risk Management and Compliance in the Group. |
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Practice: |
The compliance function has adequate resources to fulfil its duties. |
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The Company Secretary is also responsible for Risk Management and Compliance in the Group. |
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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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The Group has established an outsourced internal audit function and all entities in the Group
will be subject to reviews with validation during a rolling cycle. Adherence to the Group Regulatory Compliance framework will also be monitored as part of the internal audit function. |
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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 receives assurance on the effectiveness of the internal controls intended to ensure compliance with laws, rules, codes and standards. |
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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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Compliance with laws, rules, codes and standards is dealt with in the code of conduct of the company. |
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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: |
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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Practice: |
The company has established an internal audit function. |
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Executing this responsibility included the establishment of an Internal Audit function and adoption of the Internal Audit Charter during the year. The Internal Audit Charter defines the role, organisational status, authority, responsibilities and
scope of activities of the Internal Audit function. It also includes the principles underlying the realisation of the objectives of the function and the translation thereof into operational activities. The Internal Audit Charter was approved by the Board and endorsed by the Audit and Risk Committee to formally establish the authority of the Internal Audit function. The Torre Internal Audit function has been outsourced to KPMG Services (Pty) Ltd and tasked by management to focus their initial efforts on Torre’s core financial processes to ensure an effective risk-based internal audit function as part of Torre’s Combined Assurance Framework.
The scope of activities that the Internal Audit function is engaged in includes:
• Assisting the Board and management in monitoring the adequacy and effectiveness of the company’s risk management process
• Assisting the Board and management in maintaining an effective internal control environment by evaluating those controls continuously to determine whether they are adequately designed, operating efficiently and effectively and to recommend improvements
• Reviewing the reliability and integrity of financial (testing the internal financial control environment) and operational information and the means used to identify, measure, classify and report such information
• Reviewing the systems established by management to ensure compliance with those policies, plans, procedures, laws and regulations which could have significant impact on operations and reports, and determining whether the company is in compliance
• Reviewing the means of safeguarding assets and, as appropriate, verifying the existence of assets
• Co-ordinating, combining and integrating the assurance provided by various parties (such as line management, internal and external assurance providers) pursuant to the combined assurance model introduced by King III.
The Internal Audit Function is authorised to:
• Have unrestricted access to all functions, records, property and personnel in the Torre Group
• Have full and uninhibited access to the Management and the Audit and Risk Committee
• Allocate its resources, set frequencies, select subjects, determine scopes of work in conjunction with Torre management and apply the
techniques required to accomplish its audit objectives
• Obtain the necessary assistance of personnel in areas of Torre where they perform audits, as well as other specialised
services from within or outside the company
The Internal Audit Function is not authorised to:
• Perform any operational duties for Torre
• Initiate or approve accounting transactions
• Direct the activities of any Torre employee |
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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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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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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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The internal audit function adheres to the Institute of Internal Auditors' Standards for the Professional Practice of Internal Auditing and Code of Ethics. |
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Practice: |
The internal audit function provides a source of information as appropriate, regarding instances of fraud, corruption, unethical behaviour and irregularities. |
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The internal audit function appropriately provides information on instances of fraud, corruption, unethical behaviour and irregularities. |
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Principle 7.3: Internal Audit should provide a written assessment of the effectiveness of the company’s system of internal controls and risk management. |
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Practice: |
Internal controls are established not only over financial matters, but also operational, compliance and sustainability issues. |
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Internal controls are established over all of the following areas:
- financial;
- operational;
- compliance; and
- sustainability. |
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Practice: |
Internal audit provides a written assessment of the system of internal controls and risk management to the board. |
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Internal audit will provide the board with a written assessment of the system of internal controls and risk management for the financial year ended 30 June 2016. |
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Practice: |
Internal audit provides a written assessment of internal financial controls to the audit committee. |
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Internal audit provides a documented review of internal financial controls to the audit committee. |
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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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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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The internal audit function reports functionally to the audit and risk committee. |
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Practice: |
The CAE has a standing invitation to attend executive committee meetings. |
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To be implemented |
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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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The internal audit function has the appropriate skills and resources to meet the complexity and volume of risk, and the assurance needs of the company. |
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Practice: |
The CAE develops and maintains a quality assurance and improvement programme. |
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The Chief Audit Executive develops and maintains a quality assurance and improvement programme that covers all aspects of the internal audit function. |
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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 gap between stakeholders' perceptions and the performance of the company is measured and managed to enhance or protect the company's reputation. |
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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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The company's reputation, and how its relationships with stakeholders affect it, 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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Stakeholder engagement including identification, material issues and communication to stakeholders is a standing agenda item and reported on in the Integrated Annual Report. |
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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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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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Management develops a strategy and formulates policies for the management of the relationship with each stakeholder grouping. |
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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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The board oversees the establishment of mechanisms and processes that support constructive engagement by the company with its stakeholders. |
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Practice: |
The board encourages shareholders to attend the AGMs. |
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The board encourages shareholders to attend the AGMs. |
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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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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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The company provides information to its stakeholders that is both:
- complete, timely, relevant, accurate, honest and accessible; and
- in accordance with legal constraints and strategy. |
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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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Not disclosed. |
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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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The board includes commentary on the company's financial results in the integrated report. |
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Practice: |
The board discloses if the company is a going concern. |
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The board discloses in the integrated report whether the company is a going concern and if it will continue to be a going concern in the year ahead. |
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Practice: |
The board ensures that the positive and negative impacts of the company's operations and the plans to improve the positives and eradicate or ameliorate the negatives in the financial year ahead are conveyed in the integrated report. |
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The board ensures that the integrated report sets out:
- the positive and negative effects of the company's operations on the environment and society; and
- the plans to improve the positive effects and remove or reduce the negative effects in the financial year ahead. |
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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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The integrated report discloses the nature of the company's dealings with stakeholders and the outcomes of these dealings. |
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Principle 9.3: Sustainability reporting and disclosure should be independently assured. |
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Practice: |
The scope of independent assurance over sustainability report is disclosed in the integrated report. |
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The integrated report is reviewed by the audit and risk management committee and recommended to the board. The board has not found it necessary to obtain independent assurance for sustainability reporting as it is comfortable with the accuracy of the sustainability reporting. Certain areas are independently assured (Environmental accreditation and B-BBEE compliance). |
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Practice: |
Sustainability reporting is independently assured. |
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The integrated report is reviewed by the audit and risk management committee and recommended to the board. The board has not found it necessary to obtain independent assurance for sustainability reporting as it is comfortable with the accuracy of the sustainability reporting. Certain areas are independently assured (Environmental accreditation and B-BBEE compliance). |
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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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