TGPIP :: Reports - King III Governance Register by Practice

Alviva Holdings Limited - 1986/000334/07

Fully Complied / Review

JSE Corporate Governance Listing Requirement:

Review

Principle 2.16: Paragraphs 37, 38
JSE listing requirement: Paragraph 3.84( c)

The chairman is an independent non-executive director or in the alternative, a lead independent director has been appointed.

Comment

The current chairperson of the Board is a non-executive director as defined by both the King report and the JSE listing requirements. As the chairperson is not considered to be independent a lead independent director is appointed.

Yes

Principle 2.16: Paragraph 42
JSE listing requirement: Paragraph 3.84( c)

The chairman has not been the CEO of the company in the last three years.

Comment

The chairman is the founder of the group and has therefore been the CEO of the company in the last three years. A lead independent director has therefore been appointed.

False

King III Principle 2.6
JSE listing requirements: Paragraph 3.84(d)

The company has an audit committee.

Comment

The company has an audit committee. The Audit Committee and Risk Committee which include matter of audit and risk are consolidated into one committee.

Yes

King III Principle 2.23: Paragraph 130
JSE listing requirements: Paragraph 3.84(d)

There is a board remuneration committee.

Comment

The board has established a Remuneration Committee

Yes

King III Principle 2.23: Paragraph 126

The nominations committee's terms of reference have been approved by the board and are reviewed every year.

Comment

No separate charter is in place, but nomination issues are covered in the Appointment of Directors and Composition of the Board Policy

Yes

King III Principle 3.8: Paragraph 59

There is a board committee (either a risk committee or the audit committee) that assists the board in carrying out its risk responsibilities. (Further questions will refer to a risk committee, even if the audit committee carries out this function.)

Comment

The Audit and Risk Committee assists the board in carrying out its risk responsibilities.

Yes

King III Principle 2.23: Paragraph 127:
JSE listing requirements: Paragraph 3.84(d)

Both of the following are disclosed in the integrated report regarding each board committee:
- composition; and
- role and mandate.

Comment

In the integrated report through the various committee reports the following are disclosed in the integrated report regarding each board committee: composition; and role and mandate.

Yes

King III Principle 2.19: Paragraph 80;
JSE listing requirements: Paragraph 3.84(a)

Procedures for appointments to the board are all of the following:
- formally set out in a policy;
- transparent; and
- a matter for the board as a whole (although the board may be assisted by the nomination committee).

Comment

Due to the size of the Board, there is no separate Nomination Committee. The Board therefore fulfills the function of a Nomination Committee.In order to ensure that appointments are transparent and formal , the appointment of directors is in terms of a Director Appointment Policy.The process requires that all directors contribute candidates to fill a vacancy. The candidates are ranked and selected for interview by the board as a whole. The policy is reviewed and approved by the Board on an annual basis.

King III Principle 2.19: Paragraph 88.2
JSE listing requirements: Paragraph 3.84(d)

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).

Comment

Through the Corporate Governance section of the Annual Report 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).

Yes

JSE listing requirements: Paragraph 3.84(e)

A brief CV of each director standing for election or re-election at the annual general meeting (AGM) accompanies the notice of the AGM.

Comment

A brief biography of each director, who has made himself available for election or re-election at the Annual General Meeting (AGM), accompanies the notice of the AGM. The brief biography is updated and reviewed annually.

Yes

King III Principle 2.19: Paragraph 88
JSE listing requirements: Paragraph 3.84(f)

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.

Comment

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.

Yes

King III Principle 2.23: Paragraph 130

JSE listing requirement: Paraggraph 3.84(a)
JSE listing requirements: Paragraph 3.84(d)

There is a nomination committee consisting of board members.

Comment

Due to the size of the Board , there is no Nomination Committee. The Board handles procedures for nominations and appointments.

Yes

King III Principle 2.22: Paragraph 117 Principle 2.16: Paragraph 45.4

JSE listing requirement: 3.84(a)

The nominations committee comprises the board chairman and non-executive directors.

Comment

The Board , which is responsible for board appointments comprises the board chairman and non-executive directors.

Yes

King III JSE listing requirement: Paragraph 3.84(b)

There is a policy addressing division of responsibilities at board level to ensure a balance of power and authority, such that that no one individual has unfettered powers of decision-making.

Comment

The Alviva Holdings Board Charter details the responsibilities of all directors. The Charter governs the balance of powers and authority of the Board.In terms of the Board Charter all directors have equal voting rights to ensure a balance of powers.The Board Charter is reviewed and approved annually by the Board.All decisions taken Board are documented in the Board Minutes.

Yes

King III Principle 3.9: Paragraph 78
JSE listing requirements: Paragraph 3.84(g)

The audit committee has defined a policy for non-audit services provided by the external auditor.

Comment

The audit committee approves all engagements of a non-audit nature on a case by case basis.

Yes

King III Principle 3.6: Paragraph 51
JSE listing requirements: Paragraph 3.84(h)

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.

Comment

The Audit and Risk Committee does both of the following: - considers and satisfies itself of the suitability of the expertise and experience of the financial officer every year; and - reviews the finance function every year.

Yes

King III Principle 2.21: Paragraph 97

JSE listing requirements: 3.84(j)

The company secretary is empowered by the board to effectively perform his or her duties.

Comment

The Board is sufficiently aware of the company secretary‘s duties and has empowered the company secretary to properly fulfil her duties. As gatekeeper of good governance she maintains an arms-length relationship with the board and its directors, as far as reasonably possible.

Yes

King III Principle 2.21: Paragraph 96

The board is entitled to both appoint and remove the company secretary.

Comment

The board is entitled to appoint and remove the company secretary.

Yes

King III Principle 2.21: Paragraph 95;
Companies Act: section 85 - 89

JSE listing requirements: 3.84(i)

The company complies with the provisions of the Companies Act, 2008 in relation to the appointment and removal, and the duties allocated to the company secretary.

Comment

The board complies with the provisions of the Companies Act ,2008 in relation to the appointment and removal and duties allocated to the company secretary. The board annually reviews the appointment and duties of the company secretary and formally approves the continued appointment of the company secretary.

Yes

King III Principle 2.21: Paragraph 99 - 108

The role and function of the company secretary are clearly formulated in writing.

Comment

The role and function of the company secretary is clearly formulated in writing and presented to the board on annual basis for review and approval.

Yes

King III Principle 3.9: Paragraph 75

The audit committee recommends to shareholders the appointment, reappointment and removal of the external auditor.

Comment

The Audit and Risk Committee , through the AGM notice recommends to shareholders the appointment, reappointment and removal of the external auditor.

Yes

King III Principle 3.9: Paragraph 76

The audit committee approves both the external auditor's terms of engagement and remuneration.

Comment

The Audit and Risk Committee approves both the external auditor's terms of engagement and remuneration.

Yes

King III Principle 3.9: Paragraph 77

The audit committee monitors and reports on the external auditor's independence.

Comment

The Audit and Risk Committee monitors and through the Audit and Risk Committee Report reports on the external auditor's independence.

Yes

King III Principle 2.17: Paragraph 47

JSE listing requirements: 3.84(c)

The board appoints the CEO.

Comment

The Board appoints the CEO through a formal director appointment process.

Yes

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.