Principle 1 | The governing body should lead ethically and effectively. |
| King IV™ Outcome |
The Board supported by the Social, Ethics and Transformation Committee, is responsible for cultivating an ethical and effective environment. The Board is committed to preserving the Group's unique entrepreneurial spirit, while entrenched to the principles of good corporate governance and ethical leadership throughout the organisation. The Group is committed to an ethical culture based on the principles of honesty, integrity, accountability and respect.
The Group has policies and procedures to ensure that an ethical culture is maintained. Board members individually and collectively demonstrate integrity, competence, responsibility, accountability, fairness and transparency to provide effective leadership, which, together with management, assists in achieving strategic objectives of the Group..
| Ethical Culture
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Principle 2 | The governing body should govern the ethics of the organisation in a way that supports the establishment of an ethical culture. |
| King IV™ Outcome |
The Board has ensured that a code of ethics policy, through which ethical standards are clearly articulated, has been established and implemented. Bidvest conducts its business dealings on the basis of compliance with applicable laws, and with proper regard for ethical business.
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.
Employees are encouraged to report any unethical behaviour through means of the anonymous tip-offs ethics hotline. Internal Audit monitors and investigates incidents and reports any material breaches to the Social Ethics and Transformation Committee. The Board also provides leadership and strategic guidance continually aimed at safeguarding stakeholder value creation.
| Ethical Culture
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Principle 3 | The governing body should ensure that the organisation is and is seen to be a responsible corporate citizen. |
| King IV™ Outcome |
Bidvest subscribes to a philosophy of transparency, accountability, integrity, excellence and innovation in all its business dealings. Our values, and strategy are aligned with the principle of responsible corporate citizenship. The Group is committed to a diverse and inclusive workforce and believes that its profile should represent the demographics of the societies in which it operates. Various leadership interventions across the Group which include the Bidvest Academy and Global Executive Development Programmes, bode well to prepare young, diverse leaders for the future.
The Board, assisted by Social, Ethics and Transformation Committee, ensures that the Group protects, enhances and invests in the well-being of the economy, society and natural environment. Conducting business in a sustainable manner and is integrated into our day-to-day actives.
| Ethical Culture
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Principle 4 | The governing body should appreciate that the organisation's core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process. |
| King IV™ Outcome |
The Board approves and monitors the implementation of the strategy and business plan of the Group, sets objectives, reviews key risks and evaluates the performance of the Group against the background of economic, environmental and social issues relevant to the company and global economic conditions.In approving the strategy, the board takes into account the sustainability aspects, risks and opportunities and legitimate interests of stakeholders. The Board oversees the implementation of the strategy and business plan against agreed performance measures and targets.
Risk management is an integral part of the business. The Board has delegated the management of risk to which the Group is exposed, to the Risk Committee.With the assistance of the Risk Committee, the Board considers the overall sustainability of the the group from a people, profit and planet perspective.
| Good Performance
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Principle 5 | The governing body should ensure that reports issued by the organisation enable stakeholders to make informed assessments of the organisation's performance, and its short, medium and long term prospects. |
| King IV™ Outcome |
The interim and annual results, and reports are reviewed and approved by the Board with the assistance of the Audit Committees. The Board committees oversee that reports are compliant with regulatory obligations and meet the legitimate needs of stakeholders. The integrated annual report provides a consolidated view of the Group's financial, social, and environmental performance, prospects and strategy in the context of its operating environment to enable stakeholders to make an informed assessment of the Group's value creation in the short, medium and long term. The international integrated reporting framework (endorsed by King IV) and the Sustainable Development Goals are used in the preparation of the integrated annual report.
The Group Audit Committee and the Board ensures the integrity of the Group's reporting publications, in the form of the annual financial statements and integrated annual report which are available at bidvest.co.za. for ease of access by our stakeholders.
| Good Performance
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Principle 6 | The governing body should serve as the focal point and custodian of corporate governance in the organisation. |
| King IV™ Outcome |
As the custodian of Governance, the Board ensures that corporate governance and good practice form an integral part in the fulfilment of its responsibilities. The Board’s duties and mandate are set out in the Board Charter.
The Board has embraced governance practices and principles and has the ultimate accountability and responsibility for the performance and affairs of the company. The provisions set out in the Companies Act, King Code of Corporate Governance and regulatory requirements have been applied to the delegations of authority of the Board Committee. The terms of reference of each committee set the framework within which the Board is assisted.
| Effective Control
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Principle 7 | The governing body should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively. |
| King IV™ Outcome |
The Board Charter provides a transparent process in the evaluation, nomination, election and appointment of Board members. The Board considers diversity objectives for vacancies on the Board. The Board is ultimately responsible for the appointment of new directors. The Nominations Committee is responsible for the succession plan, it assesses the Board's range of skills, knowledge, experience, diversity and independence to enable it to discharge its governance role and responsibility.
The Board composition is aligned with the requirements of King IV regarding the number of executive versus non executive directors. Skills, experience and tenure of board members are monitored continually. Details of the qualifications and experience of each board member, their independence, committee memberships and other commitments can be found in the governance section of the integrated annual report.
| Effective Control
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Principle 8 | The governing body should ensure that its arrangements for delegation within its own structures promote independent judgement, and assist with balance of power and the effective discharge of its duties. |
| King IV™ Outcome |
The Board has delegated some of its responsibilities to appropriately constituted Board standing committees. The role of the Chairperson of the Board and the Chief Executive Officer are not held by the same person and operate independently. The Board and Board Committees are established in line with the Companies Act and King IV requirements. There is a clear balance of power to ensure that no individual, directly or indirectly, has undue decision-making powers.The Board-appointed committees have clearly defined responsibilities and duties, all of which are set out in the Charter or Terms of Reference. The responsibilities and composition of committees are detailed in the governance report.
Delegation of matters and mandates to individuals and Committees is managed through a formal delegation of authority process and accompanying board resolutions. Any delegation by the Board of its responsibilities to a Board Committee does not by or of itself constitute a discharge of the board's accountability. Refer to the Committee reports for further detail, specific disclosures and focus areas.
| Effective Control
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Principle 9 | The governing body should ensure that the evaluation of its own performance and that of its committees, its chair and its individual members, support continued improvement in its performance and effectiveness. |
| King IV™ Outcome |
The performance of the Board as a whole and of Board Committees individually is appraised annually. The recent performance assessment indicated that the Board and the Board Committees are performing their duties and responsibilities effectively and efficiently. The performance evaluation of each director by his or her peers is undertaken annually. The Board Chairperson also engages with individual directors to address any area of improvement highlighted in the assessment feedback.
| Effective Control
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Principle 10 | The governing body should ensure that the appointment of, and delegation to, management contribute to role clarity and the effective exercise of authority and responsibilities. |
| King IV™ Outcome |
The Board is responsible for the appointment of the CEO and CFO and evaluates the performance of these officers annually against agreed performance measures and targets. The Board has approved a delegations of authority matrix, which details the powers and matters reserved for itself and those to be delegated to management through the CEO.
The Board approves the appointment of the company secretary. The office of the company secretary is empowered and carries the necessary authority. The company secretary has the necessary competence, gravitas and objectivity to provide independent guidance and support.
| Effective Control
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Principle 11 | The governing body should govern risk in a way that supports the organisation in setting and achieving strategic objectives. |
| King IV™ Outcome |
The Risk Committee assists the Board in the governance of risk and is tasked with identifying, assessing and mitigating the risks affecting the Group.The Board is the ultimate custodian of risk governance. To this end, the Board had approved the risk management plan and framework upon recommendation by the Risk Committee. Risks are assessed on an enterprise- wide level and their individual and joint impact considered. Management continuously identify, assess, mitigate and manage risks within the existing operating environments. Mitigating controls are put in place to minimise the impact of these risks.
The risk register reported to the Risk Committee details mitigating management actions as appropriate in response to risks. Business continuity is considered a key risk in the group and is managed accordingly.
Responsibility for managing risks and opportunities is shared by all the group’s decision-makers, from the Bidvest Board to group and Divisional CEOs through to other management with delegated responsibilities.
| Effective Control
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Principle 12 | The governing body should govern technology and information in a way that supports the organisation setting and achieving its strategic objectives. |
| King IV™ Outcome |
The Board, which is responsible for information and technology ( IT) governance, has delegated the responsibility to the Risk Committee.The Risk Committee and management is responsible for discharging the governance of technology and information in the organisation.
The Group IT Forum is the management structure responsible for implementing the IT governance framework, including IT risk management.
Internal audit provides assurance to management, the risk committee and board on the effectiveness of information and technology governance, based on detailed controls to manage identified risks and reduce vulnerability.
| Effective Control
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Principle 13 | The governing body should govern compliance with applicable laws and adopted, non-binding rules, codes and standards in a way that supports the organisation being ethical and a good corporate citizen. |
| King IV™ Outcome |
The Board is responsible for ensuring that the Group complies with applicable laws and adherence to non-binding rules, codes and standards. The Board recognises compliance risk as a material risk for the group and is responsible for reviewing the adequacy of the group's system of governance and risk, including controls implemented to ensure compliance with applicable laws, regulations, and any applicable codes of good practice.
An overview of arrangements for governing and managing compliance, measures to monitor effectiveness, focus areas during the year, future focus areas and other specific disclosures appear in the full governance report.
| Effective Control
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Principle 14 | The governing body should ensure that the organisation remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term. |
| King IV™ Outcome |
The Group reviews its remuneration philosophy annually to ensure that its employees and the board are remunerated fairly, responsibly and transparently. remuneration is a tool to ensure that the business creates value in a sustainable manner within the economic, social and environmental context in which the organisation operates. The Remuneration Committee is mandated by the Board to ensure that the group's remuneration policy and practices are fair, responsible and promote value creation in a sustainable manner.
The company discloses the remuneration of each director and prescribed officer in the integrated annual report.
Remuneration is disclosed in a three-part report included in the integrated report: background statement, overview of main provisions of the remuneration policy and an implementation report.
| Effective Control
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Principle 15 | The governing body should ensure that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal decision-making and of the organisation's external reports. |
| King IV™ Outcome |
The Board has delegated to the Group Audit Committee the responsibility for overseeing that structures are in place for achieving an effective internal control environment. Internal controls are established not only over financial matters, but also operational, compliance and sustainability issues. The appointment of the external audit firm has been confirmed. The Group Audit Committee is satisfied that the external auditor is independent.
The Group Audit Committee and the Board oversee that assurance services and functions enable an effective control environment, and support the integrity of information for internal decision-making and Bidvest Group's external reports. Internal audit reports on the internal control environment to the Group Audit Committee.
The Board provides assurance regarding the integrated annual report and annual financial statements in its statement of responsibility included in the integrated annual report.
| Effective Control
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Principle 16 | In the execution of its governance role and responsibilities, the governing body should adopt a stakeholder-inclusive approach that balances the needs, interests and expectations of material stakeholders in the best interests of the organisation over time. |
| King IV™ Outcome |
Balancing the best interest of the company and interests and expectations of stakeholders is paramount to the Board.
The Board considers stakeholders in decisions and the company is not steered in a direction to adversely affect the natural environment, society or future generations. Managing stakeholder risk is an integral part of group wide risk management.
During the year the Social, Ethics and Transformation Committee conceptually approved the ESG framework.
The Board recognises that management of stakeholder relationships is an essential element of strategy implementation and supports long-term sustainability objectives. The Board is therefore fundamentally committed to sustaining the Group's established credibility among its stakeholders.
Overviews of governing and managing stakeholder relationships and measures to monitor effectiveness appear in the integrated annual report and full governance report. This demonstrates that the board adopts a stakeholder-inclusive approach and monitors management’s process of engagement with identified material stakeholders, assisted by the Social, Ethics and Transformation Committee.
| Legitimacy
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Principle 17 | The governing body of an institutional investor organisation should ensure that responsible investment is practiced by the organisation to promote the good governance and the creation of value by the companies in which it invests. |
| King IV™ Outcome |
The Board assisted by the Bidvest Fnancial Services board assumes responsibility for governing responsible investing.
A policy that articulates its direction on responsible investment is in place.
| Legitimacy
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