Corporate Governance

Read the policies and practices we follow to operate with the highest standards of ethics and integrity.

Corporate Governance Principles

Corporate governance entails the accountable and transparent governance of the Group's structures and systems within an ethical framework that will promote responsible consideration of all stakeholders.

The board and the individual directors have long recognised that good corporate governance is compatible with and mutually dependent on strong leadership. The board is committed to conforming to good corporate governance processes that will complement the Group's entrepreneurial flair. This commitment involves leading the enterprise with integrity and in compliance with international practices, whilst taking cognisance of the value systems of the communities in which it operates.

The decentralised, entrepreneurial and incentivised environment in which the Group operates called for governance processes to be considered, implemented and embedded into the Group structure, through the introduction of the Group governance policy. This serves to guide all operations within the Group in applying corporate governance practices at their respective levels within the Group.

Code of Conduct

The Group has adopted a code of ethics that ensures business practices are conducted in a manner that is beyond reproach. The code of ethics is promoted across the Group and clearly states the acceptability of business practices by guiding policy and providing a set of ethical corporate standards that will encourage ethical behaviour and decision-making of the board, managers and employees at all levels. The code will guide and sensitise ethical infringements, whilst specifying the enterprises social responsibility towards stakeholders.

Guidelines

The board has been proactive in identifying the following aspects and has pursued a process in each division for the:-

  • regular and formal identification of ethical risk areas;
  • development and strengthening of monitoring and compliance policies, procedures and systems;
  • establishment of easily accessible, safe reporting (whistle blowing) channels;
  • alignment of the Group's disciplinary code with its code of ethical practice;
  • integrity assessment as part of selection and promotion procedures;
  • induction of new appointees;
  • training on ethical principles, standards and decision- making;
  • regular monitoring of compliance with ethical principles and standards using the internal audit function;
  • reporting to stakeholders on compliance; and
  • independent verification of conformance to established principles and ethical behaviour.

Board of Directors

The board gives strategic direction to the Group, appoints the chief executive and the non-executive chairman and ensures that succession is planned. The non-executive directors ensure that the chair encourages proper deliberation of all matters requiring the board's attention.

The board retains full and effective control over the Group and monitors risk management and implementation of plans and strategies through a structured approach to reporting and accountability.

The completely decentralised decision-making structure, the independence and the character of the individual board members provide for open and transparent governance. Successful entrepreneurial individuals, whose recognition and ongoing participation in the Group is vital, manage the decentralised business units. In addition to the divisional chief executives, key operating executives responsible for significant operations are included on the board.

Board Committees

The board has established a number of committees, which are responsible to the board. Specific responsibilities have been formally delegated to these committees with clearly defined terms of reference, in respect of duration and function, reporting procedures and written scope of authority documented in a formal charter. There is transparency and full disclosure from the board committees to the board. Board committees are free to take independent outside professional advice, as and when necessary, and are subject to regular evaluation by the board to ascertain their performance and effectiveness.

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