• ts contribution to society through its social responsibility initiatives;
• its commitment to its employees through its health and safety practices and employment practices, customer and supplier satisfaction;
• placing an emphasis on environmental management through water, waste water and carbon management; and
• commitment to anti-bribery and corruption practices.

• its contribution to society through its social responsibility initiatives;
• its commitment to its employees through good labour practices, health and safety policies;
• its commitments to customer and supplier satisfaction;
• placing an emphasis on environmental management through implementation of controls for water, waste water and carbon usage; and
• the adherence to anti-corruption and anti-bribery law.

• Utilises the website to publish information about our organisation and our board;
• Regularly updates the register of directors interests;
• The integrated report includes details of all the companies operations and activities over the past financial year as well as updated information on the directors;
• Annual financial statements, interim and provisional results are submitted timeously to shareholders;
• The company complies with all the extended accountability requirements in line with S3(1) and chapter 3 of the Act;
• All necessary company information is disseminated to shareholders via the Stock Exchange News Service (SENS);
• The board is responsive to requests for information; and
• Time is always made available at all shareholder meetings for questions from the floor.

• 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.

• It is tailored to the needs of both the company and the new director; and
•  It enables new directors to contribute effectively as quickly as possible.

• the carbon disclosure project to monitor the impact the businesses have on the environment and attempt to reduce this impact on an annual basis;
• monitor their water usage and water discharge and implement changes were required; and
• participate in the Broad Based Black Economic Empowerment annual verification to help build a stronger economic environment for the country.

• the long-term financial sustainability of the HCI Foundation;
• reduction in the carbon footprint at an operational level;
• reduction in water consumption and water discharge; and
• continuous improvements of the B-BBEE status which includes enterprise, skills and socio-economic development.

• 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

• 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.

For the year under review, in accordance with the JSE Listings Requirements, the Company’s integrated annual report in respect of the period ended 31 March 2022 was released on or before 31 July 2022.
 

• compliance with the directors' code of conduct;
• the contribution that is expected from the specific individual;
• the remuneration for holding office as director; and
• directors' and officers' liability insurance to be provided - directors are notified that the company does not subscribe to directors' and officers' liability insurance.

• In the event that Mr Mphande is absent from a meeting, a suitable replacement will be appointed to chair that meeting;
• The board of HCI is effective because of the chemistry between the directors which allows for open, honest and robust discussion without any underlying fear that limits the transfer of confidential information and impedes services delivery; and
• The board of directors includes a majority of non-executive directors, 6 of the 7 non-executive directors are independent non-executive directors, which achieves a balance of power. 

• Mazars, the independent auditor, provides assurance on the financial matters pertaining to the group;
• GRIPP Advisory provides assurance on internal controls based on approved internal audit plans;
• IBIS, a service provider appointed to verify the results of the Carbon Disclosure Project;
• Empowerdex to facilitate and provide assurance on the BB-BEE ratings of the group;
• The Global Platform assessment instrument facilitates an in-house complete and credible framework by which a full review of the practices pertaining to the Board of Directors, the Executive team and the organisation can be performed in Line with King IV™.

Internal Audit has performed Internal Financial Control Assessments at various subsidiaries within the group in line with the King Code requirements and approved internal audit plans.. The results of these reviews are presented at the Audit and Risk Committee for their noting and consideration.

There is a drive between Internal and External Audit to collaborate and reduce duplication of assurance efforts with the view of gaining increased coverage over the business.

• leading the implementation and execution of approved strategy, policy and operational planning;
• execution of the approved strategy, policy and operational planning;
• establishing an operational structure to ensure the execution of the approved strategy, policy and operational planning;
• serves as the chief link between management and the board;
• monitoring the performance of the company and compliance of the company and reporting to the board thereon;
• setting the tone in providing ethical leadership and creating an ethical environment;
• fostering a corporate culture which promotes sustainable ethical practices;
• ensure compliance with relevant laws, standards and codes and applies best recommended practices;
• encourage individual integrity and fulfils social responsibility objectives;
• ensuring a constructive work climate, to attract, retain and motivate employees; 
• consistently strive to achieve the company's financial and operating goals;
• ensures that the day-to-day business affairs of the company are properly managed;
• recommending and/or appointing the executive team and insuring proper succession planning; and
• manages stakeholder relationships

• Oversight of material risk types - delegated to chief risk officer and reviewed by audit committee;
• IT is outsourced but reviewed regularly by a specialist from GRiPP Advisory - to ensure that an an efficient IT governance framework has been implemented;
• Internal audit operates under a mandate of the audit and risk committee;
•  Adequacy of financial capital  - debt funding and return on equity;
•  human capital - specialised executive management skills at board and subsidiary level including succession planning;
• social and relationship capital with all its stakeholders including the HCI Foundation.

• avoid the risk and decline the opportunity;
• mitigate the risk by improvements in the control environment by implementing contingency and business continuity plans;
• transfer the risk to a third party eg insurance company or outsourcing to specialists;
• if the risk is low, tolerate and accept the risk;
• exploit the risk if it could result in a good opportunity;
• terminate the activity if it gives rise to an intolerable risk; and
• combination of risk responses as mentioned above.

• management of IT risks;
• capturing of potential opportunities; 
• the protection of privacy of personal information; and
• the continual monitoring of security of information.

• obligations that are created by compliance governance;
• the rights and protections that are afforded by compliance;
• a holistic view of how applicable legislation and non-binding rules, codes and standards relate to one another;
• continuous monitoring of the regulatory environment; and
• appropriate responses to changes and developments.

Safety, health, environmental and competition laws are all identified as Key Legal Compliance areas and therefore receive the necessary attention on an ongoing basis.

Specific attention was made to the implementation of the provisions of the Protection of Personal Information Act 4 Of 2013 and will continue to receive ongoing attention.

• an overview of the policy on base pay;
• details regarding the the use of comparative bench-marks;
• disclosure of performance measures for vesting of share options and the reason for inclusion of these performance measurements;
• justification of salaries paid above median;
• overview of main performance parameters;
• the term of executive service contracts;
• discloses the maximum number of shares that may be issued in terms of options issued in terms of The HCI Employee Share Scheme.

• making recommendations to the board on directors’ fees and the remuneration and service conditions of executive directors, including the chief executive officer;
• providing a channel of communication between the board and management on remuneration matters;
• reviewing the group’s remuneration policies and practices and proposals to change these and to make recommendations in this regard to the board;
• reviewing and approving the terms and conditions of executive directors’ employment contracts, taking into account information from comparable companies;
• determining and approving any grants to executive directors and other senior employees made pursuant to the company’s employee share option scheme;
• reviewing and approving any disclosures in the annual report or elsewhere on remuneration policies or directors’ remuneration; and
• As a company, HCI is committed to the principle of fair and responsible remuneration for all employees.

• Line functions that own and manage risk and opportunity;
• Specialist functions that facilitate and oversee risk and opportunity
• Internal assurance providers;
• External assurance providers, and;
• Governing body and Committees.

• Internal audit report
• External audit report
• Management
• Risk report
• Health and safety report
• Finance report
• Environmental reports