Governance and Sustainability








The Company is committed to the upholding of good corporate governance in all of its business dealings with its shareowners and stakeholders.



Each director is expected to act in a professional manner, upholding integrity and enterprise and with due regard to his/her fiduciary duties and responsibilities.



This Board Charter (“the Charter”) shall constitute and form an integral part of each director’s appointment to the board of the Company and is to be applied in conjunction with the provisions of the Companies Act, the Company’s Memorandum of Incorporation and any other applicable law or regulatory provision.



The board is the focal point of the Company’s corporate governance system, and is ultimately accountable and responsible for the performance and affairs of the Company.





The purpose of the Charter is to regulate how business is to be conducted by the board in accordance with the principles of good corporate governance. The Charter sets out the specific responsibilities to be discharged by the board collectively, and the individual roles expected.





The objectives of the Charter are to ensure that all directors acting on behalf of the Company are aware of their duties and responsibilities as board members as well as the legislation and regulations affecting their conduct and to ensure that the principles of good corporate governance are applied in all their dealings in respect of, and on behalf of, the Company.





The running of the board and the executive responsibility for the running of the Company's business are two key tasks in a Company. There should be a clear division of responsibilities at the head of the Company to ensure a balance of power and authority, such that no one individual or block of individuals has unfettered powers of decision-making or can dominate the board’s decision-taking.

The board should provide leadership and vision to the Company in a manner that will enhance and ensure the long-term sustainable development and growth of the Company.



The Chairman



Each year the board will elect and appoint, from among its members, a Chairman who will preside at meetings and who shall be responsible, inter alia, for:




representing the board to the shareowners and indirectly to all stakeholders for performance;




ensuring the integrity and effectiveness of the governance process of the board;




ensuring that the content and order of the board meeting agendas are appropriate, that the directors receive the board papers in good time, that they are properly briefed and have pertinent information on issues put before the board;




maintaining regular dialogue with the executive directors over significant operational matters and consulting promptly with the remainder of the board over any matters which he/she may consider cause for major concern;




acting as facilitator at board meetings to ensure that no director, whether executive or non-executive, dominates discussion, that appropriate discussion takes place and that relevant opinion among directors is forthcoming, ensuring that discussions result in logical and understandable outcomes; and




ensuring that the board committees meet regularly and deliver in accordance with their terms of reference.



The Lead Independent Director




In the event that the Chairman does not meet the criteria for independence in terms of all relevant legislation and/or codes of corporate governance practice, the board shall appoint a Lead Independent Director (“LID”) to provide leadership and advice to the board and the executive when the Chairman has a conflict of interest. Such assistance shall be provided:




a) at any board or committee meeting or other meeting of the Company;




b) at any meeting the Chairman may initiate with the LID;




c) in any consultations that any other director or executive may initiate with the LID; and




d) in any consultation that the LID may initiate.




The LID shall lead and introduce discussion at board and committee meetings regarding the performance and evaluation of the board Chairman.




The LID shall be elected annually, and shall hold office for so long as the Chairman does not meet the relevant criteria for independence.



The Chief Executive (CE)




The board will link the Company's governance and management functions through the CE who is tasked with the running of the business, and the implementation of the policies and strategies adopted by the board, in terms of his/her employment contract.




All board authority conferred on management is delegated through the CE. Accordingly the authority and accountability of management is considered to be the authority and accountability of the CE insofar as the board is concerned.




The board will agree with the CE the specific results and expected goals and only decisions of the board acting as a body are binding on him/her. Decisions or instructions of individual members of the board, officers or committees are not binding except in those instances where specific authorisation is given by the board.




The CE is accountable to the board for the achievement of the Company goals and the CE is accountable for the observance of the management limitations, and is expected to act within all specific authorities delegated to him or her by the board.




The CE is expected to not cause or permit any practice, activity or decision that is contrary to commonly accepted good business practice or professional ethics and not to cause or permit any action that does not take into account the health, safety, environmental and political consequences and their effect on long-term shareowner value.




The CE, with the management team, is expected to ensure that the assets of the Company are adequately maintained and protected, and not unnecessarily placed at risk. The Company must be operated with a comprehensive system of internal control, and assets or funds must not be received, processed or disbursed without controls that, as a minimum, are sufficient to meet standards consistent with the Company’s risk management policies and processes and that are acceptable to the Company's external auditors.




The CE is expected to not permit employees and other parties working for the Company to be subjected to treatment or conditions that are undignified, inequitable, unfair or unsafe.




The CE is expected to not cause or permit payments to be made or rewards given unless they are in return for contributions towards the purposes of the business and are proportional to the extent that the contribution in question has furthered such purposes.









The Company has a unitary board, comprising executive and non-executive directors. The board believes that, as a matter of policy, the board should comprise a balance of executive and non-executive directors, with a majority of non-executive directors, of whom sufficient should be independent.



Procedures for appointments to the board should be formal and transparent, and a matter for the board as a whole, assisted where appropriate by the nomination committee.



Pre-requisites for board membership include:




a knowledge and understanding of the conduct of the business and of the laws and customs that govern the activities of such an institution;




the ability to make sensible and informed business decisions and recommendations;




an entrepreneurial talent for contributing to the creation of shareowner value;




high ethical standards;




sound practical sense;




to see the wider picture and perspective;




integrity in personal and business dealings;




international experience;




total commitment to furthering the interests of the shareowners and to achieve the Company’s goals;




an ability to add value;




an ability to clearly communicate;




an ability to demonstrate a wide and unfettered perspective on issues;




organisational and strategic awareness;




financial literacy;




a knowledge of the responsibilities of a director; and




an ability to constructively collaborate as part of a team contributing towards the successful performance of the Company.



Directors are encouraged to attend continuing professional development programmes which have been implemented in order to assist directors on changes in the risk, laws and general business environment. Directors are expected to keep abreast of changes and trends in the business and in the Company's environment and markets, including changes and trends in the economic, political, social and legal climate generally.



Size of the board



The maximum and minimum size of the board is regulated by the Company’s Memorandum of Incorporation (MOI) however the board should be mindful of whether its size, diversity and demographics makes it effective. Accordingly the board should be structured to:




ensure a wide range of skills and knowledge, views and experience, such that the common purpose, involvement, participation, harmony and sense of responsibility of directors is not jeopardised; and




achieve the balance of skills, experience, and professional and industry knowledge necessary to meet the Company’s strategic objectives.



Period of office




In terms of the MOI, new directors may only hold office until the next annual general meeting at which they will be required to retire and may make themselves available for re-election.




Directors (excluding executive directors) are subject to retirement by rotation and re-election by shareowners at least once every three years in accordance with the MOI.




Executive directors will be engaged on service/employment contracts, subject to short-term notice periods. Only in exceptional circumstances will the board consider employing any executive director on a fixed-term contract that shall, in any event, not exceed three years in duration for any one term.




Termination of a service/employment contract will result in resignation from the board, unless otherwise determined by the board.




Non-executive directors shall consult the Chairman with regard to external appointments. While the board encourages its executive directors to accept appointments to outside boards, this must first be discussed with the Chairman, and will be considered to the extent that it is not in conflict with the business and will not detrimentally affect their executive responsibilities.




The retirement age for an executive director is 60 years of age and for a non-executive director, it is 70 years of age, subject to review at the discretion of the board.




Directors holding office for a period of longer than nine years will be subject to a rigorous independence evaluation on an annual basis.



Reward system




The remuneration committee will determine the level of remuneration payable to executive directors according to its terms of reference. Having received the proposals/recommendations of the executive directors and the nomination committee as to performance, the remuneration committee shall make recommendation to the board on the level of fees payable to non-executive directors for approval by shareowners at the annual general meeting. Fees payable to non-executive directors will comprise a base fee and an attendance fee per meeting and the remuneration committee retains discretion on the attendance fee for unavoidable non-attendance in the event that the Company reschedules a meeting previously agreed.




Executive directors will not receive fees as they are paid as employees of the Company in accordance with their contracts of employment with the Company.




A proportion of each executive director’s remuneration should be structured so as to link rewards to corporate and individual performance.




The board shall report on remuneration in the Annual Integrated Report in terms of the requirements of the Companies Act, the JSE Limited (JSE), any codes of corporate governance practice and any other applicable legislation.



Induction of new directors




On appointment, non-executive directors will be offered the benefit of an induction programme aimed at broadening their understanding of the Company and the business environment and markets in which the Company operates. This process will be carried out over a period of time and should include the provision of background material, meetings with senior management and visits to the Company’s facilities. The induction programme will entail:




a) knowledge of the Company (ownership, rules, regulations and company law, board structure, membership and processes);




b) knowledge of the business (business processes, corporate strategies, key issues, organisation, management and people);




c) knowledge of the financials (annual accounts, directors' reports, trends, key financial ratios and financial performance of the business); and




d) expectations on appointment (discussions with Chairman with regard to the role, why nominated, potential contributions, particular knowledge, etc.).




All directors are expected to keep abreast of changes and trends in the business and in the Company's environment and markets, including changes and trends in the economic, political, social and legal climate generally.



Succession planning




The board shall be responsible, in fact as well as procedure, for selecting its own members and for recommending them for election or re-election by the shareowners and to select, monitor, evaluate and replace the CE and/or other senior executives, when necessary. The screening process involved shall be delegated to the nomination committee.




The Chairman of the remuneration committee shall report annually to the board on senior management succession planning, also providing details of the Company’s programme for management development.




There shall also be available, on a continuing basis, the Chairman’s recommendations for a successor should he or she be unexpectedly disabled.









An important role of the board is to define the purpose of the Company (i.e. its strategic intent and objectives as a business enterprise) and its values (i.e. its organisational behaviour and norms to achieve its purpose) and ensure that the Company’s purpose will result in sustainable outcomes taking into consideration people, planet and profit. Both the purpose and the values should be clear, concise and achievable. It should also ensure that procedures and practices are in place which protect the Company's assets and the Company’s reputation.



The board is explicitly responsible for the stewardship of the Company and in discharging its obligations, the board assumes responsibility for:




retaining full and effective control over the Company and monitoring management in implementing board plans and strategies;




ensuring ethical behaviour and compliance with relevant laws and regulations, audit and accounting principles, and the Company's own governing documents and codes of conduct;




striving to act above and beyond the minimum requirements and benchmark performance against international best practice and not only to comply in practice, but be seen to comply;




defining levels of materiality, reserving specific powers to the board and delegating other matters with the necessary written authority to management and instituting effective mechanisms that ensure board responsibility for management performance of its functions;




acting responsibly towards the Company’s stakeholders; and




being aware of, and committing to, the underlying principles of good governance.



Having regard to its role, the board is concerned with key elements of the governance processes underpinning the operation of the Company with particular attention to:




reviewing the strategic direction and sustainability of the Company and adopting business plans proposed by management for the achievement thereof;




approving specific financial and non-financial objectives and policies proposed by management;




reviewing processes for the identification and management of business risk and processes for compliance with key regulatory and legal areas;




delegating authority for capital expenditure and reviewing investment, capital and funding proposals reserved for board approval;




reviewing succession planning for the management team and endorsing senior executive appointments, organisational changes and high level remuneration issues;




providing oversight of performance against targets and objectives; and




providing oversight of reporting to stakeholders on the direction, governance and performance of the Company as well as other processes that need reporting and other disclosure requirements.



The day-to-day management will be in the hands of the CE and management.









Board procedures




The conduct of board members will be consistent with their duties and responsibilities to the Company and thus to the shareowners.




The directors will always act within any limitations imposed by the board on its activities.




Directors’ responsibilities and limitations are set out in the MOI, the Companies Act 2008, as amended, the Insider Trading regulations contained in Chapter X of the Financial Markets Act (No. 19 of 2012), the Listings Requirements of the JSE and board and/or shareowners’ resolutions.




The board shall be disciplined in carrying out its role, with the emphasis on strategic issues and policy.




The board’s discussions will be open and constructive. The Chairman will seek a consensus in the board but may, where considered necessary, call for a vote. Discussions and records will remain confidential unless there is a specific direction from the board to the contrary.




The board has sole authority over its agenda, however, any board member may request an addition of an item on the agenda.




The directors are entitled to have access, at reasonable times, to all relevant Company information and to senior management to assist them in the discharge of their duties and responsibilities to enable them to take informed decisions.




Directors are expected to strictly observe the provisions of the statutes applicable to the use and confidentiality of Company information.




At each board meeting the board shall, inter alia, consider:




a) a report from the CE;




b) a report from the Chief Financial Officer;




c) reports on the activities of the Company’s individual business units;




d) specific proposals for capital expenditure and acquisitions; and




e) key and major issues and strategic opportunities for the Company.




Directors are permitted in the furtherance of their duties to take independent professional advice, if necessary, in accordance with the Company’s Independent Advice Policy.



At intervals of not more than one year, the board will:




review and evaluate the present and future strengths, weaknesses and opportunities in respect of the Company. Comparisons with competitors, locally and internationally, and best practice are important elements of this process;




review and approve the Company's financial objectives, plans and actions and significant allocation and expenditure while considering how a proper "balanced scorecard" and "triple bottom line" approach may be applied;




review the Company’s goals and the strategies for achieving the Company’s goals;




approve the annual operating and capital expenditure budget;




approve the preliminary and half-yearly financial statements, Integrated Annual Report, other reports to shareowners and public announcements and ensure the integrity of the Company’s Integrated Annual Report in order to provide the necessary assurances;




consider and, if appropriate, declare or recommend the payment of dividends;




review the board’s composition, structure and succession;




recommend the members of the audit committee for the following financial year, subject to shareholder approval and appointment, and ensure that the Company has an effective and independent audit committee;




review the Company’s audit requirements and ensure an effective risk-based internal audit function;




review the necessity for, composition and terms of reference of the board’s committees;




receive the reports of the Chairman of the remuneration; nomination; audit; social and ethics; risk; and investment committees in accordance with their terms of reference;




review risk assessment policies and controls, including compliance with legal and regulatory requirements and the governance of information technology;




review the Company’s codes of conduct and ethical standards;




review shareowner and other relevant stakeholder relations; and




review its own performance and that of the board committees.









The board is authorised to form committees and board committees to assist in the execution of its duties, power and authorities. Delegating authority to board committees or management does not in any way mitigate or dissipate the discharge by the board of its duties and responsibilities.



There shall be transparency and full disclosure from the board committees to the board, except where the committee has been mandated otherwise by the board.



Board committees will only speak or act for the board when so authorised. The authority conferred on a board committee will not derogate from the authority delegated to the CE by the board.



The board has six standing committees, namely, the audit committee and the social and ethics committee (which are also statutory committees in terms of the Companies Act, 2008), the remuneration committee, the nomination committee, the risk committee and the investment committee. The risk committee has an IT governance sub-committee. The terms of reference and composition of these committees are reviewed and approved by the board on an annual basis.



The committees are to be appropriately constituted with due regard to the skills required by each committee.





In addition to other statutory and regulatory requirements, the following matters shall be reserved for decision by the board, supported by any recommendation as may be made from time to time by the committees of the board (as appropriate or applicable):







The adoption of any significant change or departure in the accounting policies and practices of the Company and its subsidiaries;




The raising of borrowing facilities;




The approval of the strategy, business plans and annual budgets and of any subsequent material changes in strategic direction or material deviations in business plans;




The approval of annual financial statements, the approval of interim and year-end (preliminary) reports, the valuation of unlisted investments and loans, the declaration of dividends and the forfeiture of unclaimed dividends; and




The recommendation to shareowners of any increase, reduction or alteration to the share capital of the Company and the allotment, issue or other disposal of shares of the Company (except for shares allotted under any share incentive scheme).







The frequency of meetings of the board;




The prosecution, defence or settlement of legal or arbitration proceedings where material and except in the ordinary course of business;




The approval of the rules and amendments to the Company’s pension and provident funds having a material effect on the actuarial liabilities of those funds;




The granting of general signing authorities pursuant to the MOI of the Company;




The appointment, removal or replacement of the Company Secretary;




The variation of the rights attaching to shares where such powers are vested in the board;




The approval of the Company’s Integrated Annual Report; and




Formulation and amendment of the Company’s Code of Ethics.







Appointments to and removals from the board including the appointment of the Chairman, any Deputy Chairman, any LID, any CE, executive directors and non-executive directors, and the approval of nominations of alternate directors (if any), as recommended by the nomination committee;




The appointment of terms of reference and changes in the composition of the committees of the board as are established from time to time;




Any increase in non-executive directors’ fees as recommended by the remuneration committee, which shall finally be approved by shareowners at the annual general meeting;




The approval of any share incentive scheme, the rules applicable to any such scheme and any amendment to such rules as recommended by the remuneration committee, for submission to shareowners or the JSE, if applicable; and




The formulation of recommended policies in relation to equal opportunity employment, human capital development, environment, and health and safety.









The board is responsible for the identification of major risks, the total process of risk management, as well as for forming its own opinion on the effectiveness of the process. Management is accountable to the board for designing, implementing and monitoring the process of risk management and integrating it into the day-to-day activities of the Company.



The board must identify and fully appreciate the business risk issues and key performance indicators affecting the ability of the Company to achieve its strategic purpose and objectives.



The board must ensure that appropriate systems are in place to manage the identified risks, measure the impact and to proactively manage it, so that the Company’s assets and reputation are suitably protected.







Directors will use their best endeavours to attend board meetings and to prepare thoroughly. Directors are expected to participate fully, frankly and constructively in board discussions and other activities and to bring the benefit of their particular knowledge, skills and abilities to the board table. Directors who are unable to attend shall advise the Chairman at an early date and confirm, in writing, to the Company Secretary. A director who absents himself from meetings of directors for six consecutive months (without the leave of the other directors) and who is not represented by an alternate, may be required to vacate his office if the board so resolves.



Frequency and quorum




Meetings of the board will be held at such time and at such venue as the board deems appropriate, but will normally meet at least four times a year.




The quorum necessary for the transaction of business is fixed by the MOI and is currently a majority of the directors in office, as determined by a meeting of directors at which all were present.




In addition to the matters set out in the Charter, meetings and proceedings of the board will be governed by the Company’s MOI.




Dates of board meetings and committees are established by the board annually in advance in respect of each calendar year and directors are given written notice of the dates of the meetings at such time. Short notice may be given of a board meeting under exceptional circumstances.




Minutes of meetings shall be taken by the Company Secretary and will be circulated to all the directors.



Agenda and board papers




The Chairman, in conjunction with the Company Secretary, must ensure that an agenda is prepared prior to the meeting.




The Company Secretary must circulate the agenda and board papers to the directors at least four days before the date scheduled for the meeting, save where a meeting is held at short notice and the directors agree, either formally or informally, to dispense with this requirement.



Conflicts of Interest




Directors are required to inform the board of any real or perceived conflicts or potential conflicts of interest which they may have in relation to particular items of business.




Directors must absent/recuse themselves from discussion or decisions on those matters where they have conflicts or potential conflicts of interest.




The board must request a director to recuse himself/herself from the meeting for the duration of the matter under discussion if the director has a real or perceived conflict of interest.




The board shall respect the fiduciary duties owed by the director/s serving in a representative capacity on the board of any subsidiary company.







Minutes of board meetings will be circulated by the Company Secretary.




The practice is for minutes to record processes and outcomes, rather than the course of discussion.





When buying or selling shares, directors must strictly observe the provisions of the Company's MOI, the JSE Listings Requirements, the Company’s own internal rules and all relevant legislative or regulatory procedures, and must follow the Company’s Trading Policy as amended by the board from time to time. This will be effected through the office of the Company Secretary.









The board shall on an annual basis evaluate its own performance, and its own processes and procedures to ensure that they are not unduly complex and are designed to assist the board in effectively fulfilling its role.



This shall take the form of a questionnaire comprising a self-evaluation of the board as a whole, and the responses will be collected and collated by the Chairman or the nomination committee (as appropriate), which then shall be discussed with the board and the nomination committee after consideration of the findings.



The board shall appraise the performance of the Chairman (and the LID if one is so appointed) and the contribution of each individual director on an annual or such other basis as the board may determine, which will usually be undertaken by the nomination committee.



The Chairman, or the remuneration committee, shall appraise the performance of the CE in his role as an executive of the Company at least annually (as distinct from the CE’s role as a non-executive director, in which circumstances his performance will be evaluated by the nomination committee). The results of such appraisal shall be considered by the remuneration committee to guide it in its evaluation of the performance and remuneration of the CE. The evaluation of the CE should be based on objective criteria including performance of the business, accomplishment of long-term strategic objectives, development of management, etc.



The board committees shall also be reviewed on an annual basis by the board through the nomination committee (as appropriate) to ascertain their performance and effectiveness.



Company Secretary






The Company Secretary has a key role to play in ensuring that board procedures are both followed and reviewed regularly, and has the responsibility in law to ensure that each board member is made aware of and provided with guidance as to their duties, responsibilities and powers.



It is the responsibility of the board, and in its own best interests, to ensure that the Company Secretary remains capable of fulfilling the function for which he/she has been appointed, and the appointment and removal of the Company Secretary is a matter for the board as a whole. The performance of the Company Secretary shall also be subject to annual appraisal by the nomination committee.



The Company Secretary is responsible for ensuring that the applicable rules and regulations for the conduct of the affairs of the board are complied with and that all matters associated with its efficient operation are maintained.



The Company Secretary must maintain statutory books in accordance with legal requirements.



In addition to the statutory duties of the Company Secretary, he/she must provide the board as a whole and board members individually with detailed guidance as to how their responsibilities should be properly discharged in the best interests of the Company. The Company Secretary should provide a central source of guidance and advice to the board in this regard.



The Company Secretary must keep abreast of and inform the board of current governance thinking and practice.