Corporate Governance

 According to King III, the board should: ◦ be responsible for the strategic direction and control of the company; ◦ set the values to which the company will adhere as formulated in its code of conduct; ◦ ensure that its conduct and that of management aligns to the values and is adhered to in all aspects its business; and ◦ promote the stakeholder-inclusive approach of governance.

 Actively cultivate an ethical culture within the company and ensure that the company’s actions do not undermine the sustainability of its social or natural environment;  Provide strategic management to the company and monitor their implementation by management.

 Ensure compliance by the company to applicable laws and regulations;  Ensure the full and timely disclosure of material matters concerning the company and ensure communication with stakeholders is made in a transparent manner.

 Appoint the CEO and the company secretary and provide input on the appointment of senior management;  Reserve certain powers to itself where these issues relate to issues which are material to the company;  Delegate the necessary authority to management and monitor the exercise of this authority.

 Assume responsibility for defining the company’s risk governance strategy;  Ensure that it has unrestricted access to all the relevant company information;  Always act in the best interest of the company and effectively manage conflict of interest.  Provide effective leadership in managing relationships between the company & stakeholders

 Decide on the optimal size and composition of the Board, required to ensure its effectiveness;  Agree on a procedure to allow directors to obtain independent professional advice where necessary;  Record the facts and assumptions which lead it to the conclude that the business will be a going concern in the next financial year.

 Explain the effect of all resolutions required to be passed at shareholders’ meetings;  Seek the optimal balance for the company between conformance with the dictates of good governance and performance.

 King III recommends adoption of a Board Charter ◦ Boards responsibility for strategic planning ◦ Oversight of operational performance & management ◦ Adoption of policies & processes to ensure oversight of risk management & internal controls ◦ Philosophy regarding selection, orientation & evaluation of directors

 The Board should appoint the CEO. The CEO should not also be the Chairman, until three years have lapsed. The CEO should be an executive director.  The Board should ensure that the role and function of the CEO is formalised and the performance of the CEO is evaluated against the criteria specified.

 The primary role of a CEO is to turn the Board’s decisions into actions. This role differs from the role of the chairman. The chairman’s job is to run the board, whilst that of the CEO is to run the company in accordance with the strategic direction determined by the board.

 According to King III:  The members of the board should elect a chairman on an annual basis.  The chairman should be an independent non-executive director.  If the chairman is not independent or a non-executive director, then a lead non- executive director should be appointed.  The CEO should not also fulfill the role of chairman of the board.

 The CEO should not become the chairman until 3 years have lapsed.  The appointment of a chairman, who is not independent, should be justified in the integrated report.  The role of the chairman should be formalized.  The chairman’s ability to add value, and his performance against what is expected of his role and function, should be assessed every year.

 Whilst in law no distinction is drawn between the position of the chairman and that of other directors as to their individual liability and responsibilities, in practise, the chairman often acts as a conduit between the board and senior management, and the board looks to him for guidance in dealing with the affairs of the company.

 According to King III:  The board should be assisted by a competent, suitably qualified and experienced company secretary.  The board should appoint and remove the company secretary.

 The company secretary should:  Have an arms-length relationship with the board  Not be a director of the company  Assist the nominations committee with the appointment of directors  Assist with the director induction and training programmes  Provide guidance to the board on the duties of the directors and good governance  Ensure board and committee charters are kept up to date  Prepare and circulate board papers.  Assist with the evaluation of the Board, committees and individual directors

 The evaluation of the board, its committees and the individual directors should be performed each year. An overview of the appraisal process, results and action plans should be disclosed in the integrated report.