Sun International Sustainability

This KING III application register is derived from the Institute of Directors South Africa (“IODSA”) which the Group has licensed in order to adequately assess its compliance with the principles of the King III Code (“King III”). This application forms part of Sun International’s 2013/2014 combined report.

KING III application register

Chapter   Principle   Principle
description  
Practice   Applied/ Partially Applied/
Not Applied  
Evidence for Applied   Explanation/ compensating practices   Not applied commentary    
Chapter 1   Principle 1.1   The board provides effective leadership based on ethical foundation   The board sets the values to which the company will adhere to and these are formulated in the company’s code of conduct.   Applied The board remains committed to ethical and responsible leadership, demonstrating sound corporate governance practices which are embedded throughout the Group companies, in all jurisdictions in which it operates. The Group Code of Ethics commits management and employees to the highest ethical standards of conduct and has been reviewed during the year, without amendment.        
The board ensures that the board’s and management’s conduct sets an example in that it aligns to the company values.   Applied The board, as the custodian of corporate governance, continues to provide the focal point for corporate governance in the Group.        
The board promotes the stakeholder-inclusive approach of governance and takes account of the impact of the company’s operations on internal and external stakeholders.   Applied The Group Code of Ethics articulates the Group’s commitment to all its stakeholders. In addition, the board conducts regular reviews of the Company’s stakeholder engagement practices.        
All deliberations, decisions and actions of board are based on fairness, accountability, responsibility, transparency.   Applied The board’s commitment to good governance remains underpinned by the pillars of fairness, transparency, accountability and responsibility to all stakeholders. These pillars preserve the Group’s long-term sustainability, thereby delivering value to all stakeholders. The Group’s key tenet is to do the right thing and its governance practices are integral to its licence to operate in society.      
Directors in performing their stewardship role exercise the following five moral duties: conscience, care, competence, commitment, courage.   Applied   This is inherent in the board’s decision making and is also addressed in the board’s self assessment evaluations.        
Principle 1.2   The board ensures that the company is and is seen to be a responsible corporate citizen   The board considers not only financial performance, but also the impact of the company’s operations on society and the environment.   Applied The board recognises that the development, operation and management of the Group’s hotels, resorts and gaming operations have environmental and social implications. There are entrenched governance and sustainability principles within the Group’s Corporate Sustainability Strategy (CSS) which aims to integrate sustainability considerations into the Group’s business decisions, operations and strategy.      
The board protects, enhances and invests in the wellbeing of the economy, society and the environment.   Applied EarthGlow was launched in 2013 and integrates Sun International’s social and environmental initiatives. The social and ethics committee reviews the Group’s progress in this domain.        
      The board ensures that the company performance and interaction with its stakeholders is guided by the Constitution and the Bill of Rights.   Applied The board regularly reviews the Group’s stakeholder engagement practices against such principles.      
      The board satisfies itself that the strategy and business plans are not encumbered by risks that have not been thoroughly examined by management.   Applied Governance and sustainability considerations, including risk management, are fundamental to Sun International’s operations and are interwoven into our strategy and decision making processes, from board and management level to our operations.        
      Evaluating and managing the risks of doing business in weak governance zones forms an important component of risk management.   Applied Further to the above, the risk committee considers such risks.        
      The board ensures that collaborative efforts with stakeholders are embarked upon to promote ethical conduct and good corporate citizenship.   Applied The board regularly reviews the Group’s stakeholder engagement practices against such principles.        
      The board ensures that measurable corporate citizenship programmes and policies are developed and implemented.   Applied   The Group’s CSS has been crystallised into the Group’s sustainability policy which reflects Sun International’s commitment to sustainable development and is underpinned by the following key tenets:
  • Maintaining an ethical climate throughout its operations
  • Engaging with stakeholders
  • Implementing management systems that are aligned with international best practice
  • Promoting environmental and social responsibility among guests, employees, suppliers, contractors and concessionaires
  • Applying social and environmental criteria to the sourcing of goods and services wherever practical
  • Demonstrating environmentally and socially responsible behaviour
  • Demonstrating good corporate governance.
     
  Principle 1.3   The board ensures that the company ethics are managed effectively   The board ensures that ethical risks and opportunities are incorporated in the risk management process or ethics programme, i.e. an ethics risk and opportunity profile is compiled.   Applied Ethics risks and opportunities are assessed as part of the Group risk register, reviewed by the risk committee. The social and ethics committee further reviews ethics management.        
      The board ensures that the company’s ethics performance is assessed, monitored, reported and disclosed.   Applied The board remains responsible for ensuring that management endorses a culture of ethical conduct. These values are encapsulated in the Group Code of Ethics, reviewed by the board on an annual basis, and which commits management and employees to the highest ethical standards of conduct.        
      The board has ensured that a code of conduct and ethics-related policies, through which ethical standards are clearly articulated, have been established and implemented.   Applied The Sun International Group remains committed to ethical and responsible leadership. Our leaders are held accountable for sound corporate governance practices which are embedded throughout the Group’s companies, in all jurisdictions in which we operate. Our Code of Ethics articulates the Group’s commitment to all its stakeholders.        
      The board ensures compliance with the code of conduct and this is integrated into the strategy and operations of the company, i.e. 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.   Applied   The Group’s awareness of its responsibilities to all stakeholders finds expression not only in the business performance and the application of our business ethics but also in our efforts to help create sustainable societies.        
Chapter 2   Principle 2.1   The board acts as the focal point for and custodian of corporate governance   The board has a well drafted charter.   Applied The board is regulated by a Board Charter which details the manner in which the business should be governed by the board in accordance with the principles of sound corporate governance and organisational integrity. The Board Charter is reviewed annually.        
The board meets at least four times a year.   Applied A minimum of four board meetings are scheduled each financial year. In addition, the board holds a fifth meeting, in the form of an annual strategy meeting, together with executive management, to deliberate the Group’s strategic direction and to agree the Group’s annual budget as proposed by management.        
Principle 2.2   The board appreciates that the strategy, risk, performance and sustainability are inseparable   The board informs and approves strategy (as opposed to being a passive recipient of strategy as proposed by management).   Applied The board holds an annual strategy meeting, together with executive management, to deliberate the Group’s strategic direction. The Group’s key strategic objectives are set at the strategy meeting and progress is reported at each board meeting.      
Board takes steps to ensure that long-term planning will result in sustainable outcomes taking account of people, planet, profit.   Applied The board is cognisant of the Group’s responsibility to people, planet and profit, and considers the sustainability of the Group’s business practices and its potential impact on all stakeholders, including the environment. The Group’s strategic focus areas have been developed in the context of sustainable business practices. The board assesses the sustainability of the Group’s strategic initiatives by conducting an assessment of the long-term impact of any strategic project on the Group’s stakeholders.        
  The board ensures that the strategy is aligned with the purpose of the company, the value drivers of its business and the legitimate interests and expectations of its stakeholders.   Applied The board is fully cognisant that these elements are inseparable and this is demonstrated in the Group sustainability policy statement. The board canvasses these aspects at board meetings and this is further dealt with by the specific committees.        
      Strategy is translated into key performance and risk areas (including finance, ethics, compliance and sustainability); and the associated performance and risk measures are identified and clear. Applied This is the output of the board’s strategy meeting and the strategic objectives are translated into management’s performance contracts. Key risks are identified and dealt with by the board.        
      The board considers sustainability a business opportunity, i.e. long-term sustainability is linked to strategy and guides strategy.   Applied   The board considers financial, operational and sustainability-related information in the context of the Group’s strategy.        
  Principle 2.14   The board and its directors act in the best interests of the company   Directors are permitted to take independent advice in connection with their duties at company cost following a board-approved procedure.   Applied A written policy is in place for directors to seek independent professional advice for the furtherance of their duties if necessary, at the Company’s expense.        
  Real or perceived conflicts of interest are disclosed to the board and managed appropriately.   Applied Directors are required to inform the board of any conflicts or potential conflicts of interest which they may have in relation to any particular area of business. Directors are required to recuse themselves from discussions or decisions on those matters where they have conflicts or potential conflicts of interest, and the board will request a director to recuse himself/herself from the meeting for the duration of the matter under discussion.        
      The company has a policy regarding dealing in securities by directors, officers and selected employees. (Only applicable if listed company.)   Applied Directors, the Group Company Secretary, and certain identified senior executives who may have access to price sensitive information (and therefore defined as “insiders”), may not deal in the shares of the Company during certain closed periods which fall on the following dates: between 31 December and the date on which the interim results are published; between 30 June and the date on which the year-end results are published; and outside the above closed periods, while the Company is in the process of price-sensitive negotiations or acquisitions, or while the Company is trading under cautionary or pending any price sensitive announcements. Directors, certain senior executives and the Group Company Secretary are required to obtain prior clearance in writing of any proposed share transactions (which includes any transactions under the Company’s share option scheme and share plans) from the Chairman of the board, or failing him, the LID, before dealing outside the closed periods, to ensure there are no price sensitive negotiations taking place. Requests for clearance are routed through the Group Company Secretary who also maintains a written record of requests for dealing and clearances. Details of any transactions by directors, certain senior executives and the Group Company Secretary in the shares of the Company (including transactions under the share option scheme and share plans) are advised to the JSE, through the sponsor, for publication on SENS. The Group Company Secretary is the designated compliance officer as prescribed by the Companies Act.      
      The board has unrestricted access to all company information, records, documents and property subject to following a board-approved process.   Applied   The Board Charter provides that the directors are entitled to have access 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.        
  Principle 2.15   The board will/has consider/ed business rescue proceedings or other turnaround mechanisms as soon as the company has been/may be financially distressed as defined in the Companies Act, No 71 of 2008   The board continually monitors whether the company is financially distressed, i.e. if it appears reasonably unlikely that the company will be able to pay its debts as they fall due and payable within the ensuing six months or become insolvent within the ensuing six months.   Applied   The board is apprised on the Group’s going concern status at interim and year-end meetings. The solvency and liquidity of the Company is tested on a regular basis.        
  Principle 2.16   The board has elected a Chairman of the board who is an independent non-executive director. The CEO of the company does not also fulfil the role of Chairman of the board   The Chairperson is an independent non-executive director.   Partially
Applied  
The Board Charter requires the appointment of a Lead Independent Director (“LID”) in the event that the board Chairman does not meet the independence criteria in terms of the requisite governance principles. Mr IN Matthews was appointed as the LID with effect from 1 July 2009 and has been reappointed as the LID for the year under review. The LID is appointed annually should the Chairman not be independent. The LID provides leadership and guidance at any meetings or in consultations with other directors or executives in circumstances where the board Chairman may be subject to a conflict of interest. The LID is instrumental in leading and introducing discussion at board and committee meetings regarding the performance and evaluation of the board Chairman.        
  The Chairperson is elected by board members every year.   Applied The board is chaired by Mr MV Moosa, a non-executive director, who was appointed as board Chairman since 1 July 2009. Mr Moosa has been reappointed as Chairman for the year under review. The Chairman is not independent and the Board Charter prescribes terms for the annual election of the Chairman (and the LID for as long as the Chairman is not considered independent).      
      The Chairman’s ability to add value, and his performance against what is expected of his role and function is assessed every year.   Applied The Chairman’s effectiveness and his performance is evaluated every year by the board and the nomination committee.        
      A formal role description exists for the Chairperson.   Applied The Board Charter details the formal role description for the Chairperson.        
      The nomination committee oversees a formal succession plan for the board, CEO and certain senior executive appointments.   Applied The nomination committee overseas succession planning for the board.  
The remuneration committee overseas succession planning for the CEO and senior executive appointments.  
     
      There is succession planning in place for the Chairperson.   Applied The nomination committee overseas succession planning for the Chairman.        
      The Chairperson of the board is not the Chairperson of the remuneration committee.   Applied The LID is the Chairperson of the remuneration committee.        
      It is disclosed whether the Chairperson is an independent non-executive director and if not, the reason for it.   Applied   The Chairman of the board is not independent given his indirect shareholding in the Group. Therefore in accordance with governance best practices, a LID has been appointed. This is disclosed to stakeholders in the Integrated Annual Report.        
  Principle 2.17   The board has appointed the Chief Executive Officer and has established a framework for the delegation of authority   The board appoints the CEO.   Applied The CEO is appointed by the board.        
  The board has input in other senior executive appointments.   Applied Senior appointments are reviewed and considered by the remuneration committee.        
      The board defines its own level of materiality and approves a delegation of authority framework.   Applied The board has defined its own level of materiality. The board’s governance and management functions are linked through the Chief Executive, who is tasked with running the business and implementing the policies and strategies adopted by the board. The Chief Executive delegates the appropriate authority to his management team in terms of defined levels of authority and retains accountability to the board.        
      The role and function of the CEO is formalised.   Applied The role and function of the Chief Executive is formalised, and the board, through the remuneration committee, annually evaluates the performance of the Chief Executive against his performance contract. In addition the Chief Executive’s performance in his capacity as a director of the board is assessed by the nomination committee.        
      There is a benchmark, i.e. performance measures, in place to evaluate the performance of the CEO.   Applied The Chief Executive’s performance contract is set during the course of the annual strategy meeting with clearly defined objectives. The remuneration committee together with the board Chairman evaluates the performance of the Chief Executive.        
      The CEO is not a member of the remuneration committee.   Applied The CEO is not a member of the remuneration committee and attends meetings by invitation.        
      The CEO is not a member of the audit committee.   Applied The CEO is not a member of the remuneration committee and attends meetings by invitation.        
      The CEO is not a member of the nomination committee.   Applied The CEO is not a member of the remuneration committee and attends meetings by invitation.        
      There is a formal succession plan in place for the CEO and other senior executives.   Applied   Succession planning, which involves identifying, developing and advancing future leaders and executives of the Group, is an ongoing responsibility of the board and is carried out through the remuneration committee. Detailed succession plans are presented annually to the remuneration committee in this regard.      
  Principle 2.18   The Board comprises a balance of power, with a majority of non-executive directors. The majority of non-executive directors are independent   The board comprises a majority of non-executive directors.   Applied The board consists of fourteen members, eleven of whom are non-executive directors.        
      A majority of non-executive directors are independent.   Applied The board consists of eleven non-executive directors of which nine are independent.        
      The nomination committee recommends eligibility of prospective directors on the basis of past performance, contribution and the objectivity of business judgement calls.   Applied The nomination committee will consider such factors together with other relevant considerations.        
      The board has a minimum of two executive directors – the CEO and the director responsible for finance.   Applied The board has three executive directors, consisting of the CEO, CFO and Director: Human Resources.        
      When determining the number of directors to serve on the board, the knowledge, skills and resources required as appropriate to the business of the company is considered.   Applied Director appointments are formal and transparent. The nomination committee assists in identifying suitable members that will compliment the board’s requirements in terms of knowledge, skills and resources.        
      The board has considered whether its size, diversity and demographics make it effective.   Applied In reviewing the composition of the board, the nomination committee considers the following key elements: the board size, diversity and demographics to ensure a balance of skills, views, experience and knowledge relating to the economic, environmental and social environment in which the Company operates as well as the Company’s overall strategic objectives.      
      The classification of directors as independent or otherwise is disclosed on the basis of the yearly assessment of the independence of the independent non-executive directors.   Applied The board, through the nomination committee, annually assesses the independence of the non-executive directors against the criteria set out in King III, the JSE Listings Requirements, as well as the Companies Act. The process and outcome of such assessment is reported in the Integrated Annual Report.        
      At least one-third of non-executive directors rotates every year.   Applied Directors retire by rotation at least once every three years in accordance with the Company’s Memorandum of Incorporation. The nomination committee assesses the performance of those directors and recommends their re-election to the board and shareholders.      
      There is reporting on the procedure and outcome of the assessment of the suitability of non-executive independent directors to continue on the board as such, for a period longer than nine years.   Applied The nomination committee annually assesses the independence of directors that have served a tenure of no longer than nine years and reports its finding in the Integrated Annual Report.        
      Independent non-executive directors serving for longer than nine years are subjected to a rigorous review of their independence and performance by the board.   Applied The nomination committee conducted a rigorous independence assessment of the non-executive directors who have served on the board for nine years or more, and concluded that these directors retain their independence in character and judgement, notwithstanding their length of service, and that there were no relationships or circumstances that were likely to affect or be perceived to affect their independence. The board concurred with these findings and is of the view that the aforesaid non-executive directors bring valuable experience and skill to the board, and that they will continue to exercise their independent judgement.        
      The board, through the nomination committee, recommends eligibility for re-election of retiring non-executive directors, while considering past performance, contribution and the objectivity of business judgement calls.   Applied Directors retire by rotation at least once every three years in accordance with the Company’s Memorandum of Incorporation. The nomination committee assesses the performance of those directors and recommends their re-election to the board and shareholders.        
      Non-executive directors that are classified as “independent” by the company are subjected to an annual evaluation of their independence by the Chairperson and the board.   Applied   The board, through the nomination committee, annually assesses the independence of the non-executive directors against the criteria set out in King III, the JSE Listings Requirements, as well as the Companies Act.      
  Principle 2.19   Directors are appointed through a formal process   Procedures for appointments to the board are formal and transparent and are a matter for the board as a whole, assisted by the nomination committee.   Applied Director appointments are formal and transparent. The nomination committee is in place and assists in identifying suitable members who will address the board’s requirements in terms of knowledge, skills and resources.        
      Prior to their appointment, procedures are in place to investigate the candidates’ backgrounds along the lines of the approach required for listed companies by the JSE.   Applied The nomination committee is in place and assists in identifying suitable members who will address the board’s requirements in terms of knowledge, skills and resources. Third party service providers are appointed to assist in analysing candidates backgrounds.        
      An agreement is concluded with all non-executive directors that includes the directors’ code of conduct to be complied with, the contribution that is expected from the specific individual, the remuneration for holding office as director and the terms of directors’ and officers’ liability insurance to be provided.   Applied Upon appointment to the board, directors sign an appointment letter that sets out all of the relevant criteria.        
      The nomination committee identifies and participates in selecting board members. Applied The nomination committee is guided by its terms of reference.        
      Details of directors’ appointment procedure and composition of board are provided in the integrated report.   Applied All relevant details are set out in the Integrated Annual Report.        
      The board makes full disclosure regarding individual directors to enable shareholders to make their own assessment of directors.   Applied All relevant details are set out in the Integrated Annual Report.        
      The nomination committee ensures that new directors have not been declared delinquent nor are serving probation in terms of section 162 of the Act.   Applied Third party service providers are appointed to assist.        
      Reasons for the removal, resignation or retirement of directors are provided.   Applied All relevant details are set out in the Integrated Annual Report.        
      The number of meetings held each year by the board and each board committee and the details of attendance of each director (as applicable) at such meetings are disclosed.   Applied   All relevant details are set out in the Integrated Annual Report.        
  Principle 2.20   The induction of and ongoing training, as well as the development of directors are conducted through a formal process   The board ensures that inexperienced directors are developed through mentorship programmes.   Applied On appointment to the board, all directors are provided with an induction programme and materials aimed at broadening their understanding of their fiduciary duties and responsibilities; the regulatory, statutory and governance framework; the Group and the business environment and markets in which the Group operates. All directors are expected to keep abreast of changes and trends in the business and in the Group’s markets. This includes changes and trends in the economic, political, social and legal environments. Training is provided to accelerate board competencies, where necessary, in terms of the Group’s professional development policy.        
  The board ensures that continuing professional development programmes are implemented.   Applied As above.        
  The board ensures that directors receive regular briefings on changes in risks, laws and the business environment.   Applied As above.        
  The board ensures that a formal induction programme is established for new directors.   Applied   As above.        
  Principle 2.21   The board is assisted by a competent, suitably qualified and experienced Company Secretary   The Company Secretary is empowered by the board to effectively perform her duties.   Applied The Company Secretary has a reporting line to the board Chairman.        
  The Company Secretary is appointed and removed by the board.   Applied The appointment and removal of the Group Company Secretary is a matter for the board as a whole.        
  The company complies with the provisions of the Companies Act, 2008 in relation to the appointment and removal of the Company Secretary.   Applied The Company complies with the relevant provision of the Company Act.         
      The role and function of the Company Secretary is formalised.   Applied The Board Charter formalises the role and function of the Company Secretary.  
The Group Company Secretary provides a central source of advice to the board on the requirements of the JSE Listings Requirements, the Companies Act, King III, sustainability considerations and corporate governance. In addition to the Group Company Secretary’s statutory and other duties, she provides the board as a whole, directors individually, and the committees, with guidance as to the manner in which their responsibilities should be discharged in the best interests of the Company.  
     
      The nomination committee establishes procedures for appointments to the board and ensures that these are properly carried out.   Applied   The procedures are documented and carried out effectively.        
  Principle 2.22   The evaluation of the board, its committees and individual directors is performed every year   The board determines its own role, functions, duties and performance criteria as well as that for directors on the board and the board and board committees to serve as a benchmark for performance appraisal.   Applied These are details in the relevant charters and committees’ terms of reference.        
      The results of performance evaluation are used to identify training needs for directors.   Applied The board is provided with feedback on the performance evaluations and action items for the year ahead.        
      The nomination for re-appointment of a director only occurs after the evaluation of the performance and attendance of the director.   Applied This is conducted by the nomination committee and a recommendation is provided to the board.        
      The remuneration committee considers the results of the evaluation of the performance of the CEO and other executive directors, both as a directors and as executives in determining remuneration.   Applied The remuneration committee considers the performance of the CEO and other executive directors in their executive capacity. The nomination committee considers their performance as members of the board.        
      An overview of the appraisal process of the board, board committees, individual directors, the results thereof and action plans are disclosed in the integrated report.   Applied   The appraisal process is disclosed in the Integrated Annual Report and where relevant action plans are identified.        
Principle 2.23   The board delegates certain functions to well-structured committees without abdicating from its own responsibilities   The risk committee’s terms of reference are approved by the board.   Applied This is on an annual basis.        
There is a board remuneration committee.   Applied As disclosed in the Integrated Annual Report.        
There is a nomination committee.   Applied As disclosed in the Integrated Annual Report.        
The nomination committee’s terms of reference are approved by the board.   Applied The committee terms of reference are available online.        
The remuneration committee’s terms of reference deal with: composition; objectives, purpose and activities; delegated authorities – including the extent of power to make decisions; tenure; and reporting mechanism to the board.   Applied The committee terms of reference are available online.        
The nomination committee’s terms of reference deals with: composition; objectives, purpose and activities; delegated authorities – including the extent of power to make decisions; tenure; and reporting mechanism to the board.   Applied The committee terms of reference are available online.        
The audit committee terms of reference deal with: composition; objectives, purpose and activities; delegated authorities – including the extent of power to make decisions; tenure; and reporting mechanism to the board.   Applied The committee terms of reference are available online.        
The risk committee is chaired by a non-executive director.   Applied The risk committee is chaired by Mr PDS Bacon, an independent non-executive director.      
The audit committee is entitled to obtain independent professional advice at cost of the company on any issue within the ambit of its scope and subject to following a board-approved process.   Applied The audit committee terms of reference provide that the committee is authorised by the board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.        
      The risk committee’s terms of reference deal with: composition; objectives, purpose and activities; delegated authorities – including the extent of power to make decisions; tenure; and reporting mechanism to the board.   Applied The committee terms of reference are available online.        
      The risk committee is entitled to obtain independent professional advice at cost of the company on any issue within the ambit of its scope and subject to following a board-approved process.   Applied The risk committee terms of reference mandate that the committee is authorised by the board to seek outside legal or other independent professional advice where necessary in terms of the Company’s Professional Advice Policy.        
      The remuneration committee is chaired by an independent director.   Applied The remuneration committee is chaired by Mr IN Matthews, an independent non-executive director.        
      All members of the remuneration committee are non-executive directors.   Applied As disclosed in the Integrated Annual Report.        
      The majority of members of the nomination committee are independent.   Applied As disclosed in the Integrated Annual Report.        
      The nomination committee is entitled to obtain independent professional advice at cost of the company on any issue within the ambit of its scope and subject to following a board-approved process.   Applied The nomination committee is entitled to seek outside legal or other independent professional advice where necessary per the Company’s Professional Advice Policy.        
      The remuneration committee is entitled to obtain independent professional advice at cost of the company on any issue within the ambit of its scope and subject to following a board-approved process.   Applied The remuneration committee is entitled to seek outside legal or other independent professional advice where necessary per the Company’s Professional Advice Policy.        
      The composition and role of each board committee are disclosed.   Applied As disclosed in the Integrated Annual Report.        
      The names and details of any external advisors who regularly attend or are invited to attend committee meetings are disclosed.   Applied   As disclosed in the Integrated Annual Report.        
  Principle 2.24   A governance framework has been agreed upon between the group and its subsidiary boards   There is a governance framework between the group and its subsidiary boards.   Applied The board ensures that the subsidiaries adopt best governance practices.        
      Implementation and adoption of policies, processes or procedures of the holding company are considered and approved by the subsidiary company.   Applied As dealt with by the subsidiary boards.        
      Consultation takes place by the holding company board with the Chairperson of the subsidiary board and nomination committee prior to nominating a shareholder representative director.   Applied As and when necessary.        
      The holding company respects the fiduciary duty of the director who represents the holding company on the board of the subsidiary to that subsidiary.   Applied The fiduciary duties of directors observed.        
      Insider Trading is dealt with in terms of relevant stock exchange rules.   Applied There is a formal policy in place.        
      There are formal policies and practices in place to ensure equal treatment of shareholders within the group.   Applied There are established practices in place.        
      The integrated report provides details of the implementation and adoption of policies, processes or procedures of the holding company by subsidiary company(ies).   Applied   As and where relevant.        
  Principle 2.25   The company remunerates its directors and executives fairly   There exists remuneration policies and practices that address base pay and bonuses, employee contracts, severance and retirement benefits and share-based and other long-term incentive schemes.   Applied As disclosed in the Integrated Annual Report in the remuneration report.        
      Participation in incentive schemes is limited to employees and executive directors and provides appropriate limits for individual participation.   Applied As disclosed in the Integrated Annual Report in the remuneration report.        
      The remuneration committee’s terms of reference are approved by the board.   Applied This is done on an annual basis.        
      Remuneration policies and practices are aligned with company strategy.   Applied As disclosed in the Integrated Annual Report.        
      High leveraging of incentive schemes is avoided.   Applied The Group’s share plans are detailed in the remuneration report.        
      Incentives are based on targets, both financial and sustainability related, that are stretching, verifiable and relevant.   Applied The Group’s share plans are detailed in the remuneration report.        
      Share incentive awards and options are granted regularly and consistently, generally once a year.   Applied The Group’s share plans are detailed in the remuneration report.        
      Multiple performance measures are used to avoid manipulation of results or poor business decisions.   Applied The Group’s share plans are detailed in the remuneration report.        
      No awards of share options and incentives are allowed in closed periods.   Applied The Group’s share plans are detailed in the remuneration report.        
      The remuneration report includes details of retention benefits paid.   Applied The Group’s share plans are detailed in the remuneration report.        
      Remuneration levels reflect the contribution of senior executives.   Applied The Group’s share plans are detailed in the remuneration report.        
      No backdating of awards of share options and incentives is allowed.   Applied Stipulated in the share plan rules.        
      The remuneration report includes details of limits for participation in incentive schemes.   Applied As set out in the remuneration report.        
      If incentives are given for both long-term and short-term goals, the performance drivers are not duplicated and a balance is struck with the need to reward success over the longer term. Applied As set out in the remuneration report.        
      Awards of share options and incentives are subject to a vesting period from three to ten years.   Applied As set out in the remuneration report.        
      Employment contracts do not commit the company to pay on termination arising from an executive’s failure.   Applied As regulated by the employment contract.        
      The value of awards of share options and incentives are not significant in comparison to base pay.   Applied As set out in the remuneration report.        
      Performance measures for vesting of share options and the reasons for choosing them are disclosed in the remuneration report.   Applied As set out in the remuneration report.        
      There is no automatic entitlement to bonus or share-based payments on early termination of employment.   Applied As set out in the share plan rules.        
      The share-based and long-term incentive schemes have special conditions in place for change of control, roll-over for capital reconstruction, early termination of employment or dismissal for good cause.   Applied As set out in the share plan rules.        
      There is no provision in employment contracts for severance as result of change in control of company.   Applied As regulated by the employment contract.        
      The remuneration committee advises on the remuneration of non-executive directors.   Applied As set out in its terms of reference.        
      The company has established share-based and/or long-term incentive schemes.   Applied As set out in the remuneration report.        
      The remuneration report includes details of main performance parameters.   Applied As set out in the remuneration report.        
      The remuneration committee considers the appropriateness of early vesting of share-based schemes at the end of employment.   Applied As set out in the share plan rules.        
      Non-executive fees comprise a base fee and attendance fee per meeting.   Applied As set out in the remuneration report.        
      The remuneration committee regularly reviews incentive schemes to ensure continued contribution to shareholder value.   Applied As set out in its terms of reference.        
      The remuneration committee ensures that remuneration levels reflect the contribution of senior executives and executive directors.   Applied As set out in its terms of reference.        
      Non-executive fees are approved by shareholders in advance by special resolution.   Applied As disclosed in the Integrated Annual Report.        
      The remuneration committee selects an appropriate comparative group when comparing remuneration levels.   Applied The remuneration committee considers both executives and non-executive directors’ remuneration on an annual basis and further conducts extensive external benchmarking to ensure fair remuneration.      
      The remuneration committee ensures that all benefits, including retirement benefits and other financial arrangements are justified and correctly valued.   Applied As set out in its terms of reference.        
      The remuneration committee satisfies itself as to the accuracy of recorded performance measures that govern vesting of incentives.   Applied These are verified by the external auditors.        
      The remuneration committee ensures that the mix of fixed and variable pay, in cash, shares and other elements, meets the company’s needs and strategic objectives.   Applied As set out in the remuneration report.        
      The remuneration committee assists the board in setting and administering remuneration.   Applied   As set out in the remuneration report.        
Principle 2.26   The company has disclosed the remuneration of each individual director and prescribed officer   The remuneration report includes details of all benefits paid and awarded to directors.   Applied The Group discloses the remuneration of its executive and non-executive directors, as well as that of prescribed officers in its remuneration report as contained in the Company’s Integrated Annual Report.        
The remuneration report includes an overview of the policy on base pay.   Applied As set out in the remuneration report.        
The remuneration report includes details regarding the use of comparative benchmarks.   Applied As set out in the remuneration report.        
The remuneration report includes justification of salaries paid above median.   Applied As set out in the remuneration report.        
The remuneration report includes details of material payments that are ex-gratia in nature.   Applied As set out in the remuneration report.        
The remuneration report includes the term of executive service contracts as well as the notice period for termination.   Applied There are no term contracts.        
The remuneration report is included in the integrated report.   Applied As set out in the remuneration report.        
The nature and period of restraint provided for in executive service contracts are disclosed in the remuneration report.   Applied There are no restraint provisions.        
The maximum and the expected potential dilution as a result of incentive awards are disclosed in the remuneration report.   Applied As set out in the Integrated Annual Report.        
      Details of the non-executive directors’ fees, including those fees payable for serving on a board committee are disclosed in the remuneration report.   Applied As set out in the remuneration report.        
      Shareholders pass a non-binding advisory vote on the company’s remuneration policy every year.   Applied   The Group’s remuneration policy is proposed to shareholders for a non-binding advisory vote at each annual general meeting.        
Chapter 3   Principle 3.1   The Board has ensured that the company has an effective and independent audit committee   There is an audit committee.   Applied The Group has an audit committee comprising four independent non-executive directors as elected by shareholders annually at the annual general meeting. The audit committee evaluates its effectiveness once a year and these assessments are made available to the board for review. The board assesses the effectiveness and independence of the audit committee annually.        
The audit committee’s terms of reference are approved by the board.   Applied This is done on an annual basis.        
The nomination committee presents shareholders with suitable candidates for election as audit committee members.   Applied This is done on an annual basis.        
The audit committee meets at least twice a year.   Applied The audit committee meets four times a year.        
The audit committee meets with the external and internal auditors without management being present at least once a year.   Applied   As detailed in its terms of reference.        
Principle 3.2   Audit committee members are suitably skilled and experienced independent non-executive directors   The nomination committee evaluates whether audit committee members collectively have a basic level of qualification and experience.   Applied This is conducted through the assessment of the effectiveness of the audit committee.        
The role of the audit committee is summarised in the integrated report.   Applied As set out in the Integrated Annual Report.        
It is disclosed whether the audit committee has adopted formal terms of reference.   Applied The terms of reference are available online.        
      The audit committee includes in the integrated report both the following:

  • a statement on whether or not it considered and recommended the internal audit charter for approval by the board; and
  • a description of its working relationship with the Chief Audit Executive.
Applied As set out in the Integrated Annual Report.        
      It is disclosed in the integrated report whether the audit committee has satisfied its responsibilities for the year in compliance with the formal terms of reference.   Applied As set out in the Integrated Annual Report.        
      The shareholders elect the audit committee members at the AGM.   Applied This is an annual process.        
      The names and qualifications of all members of the audit committee during the period under review, and the period for which they served on the committee are disclosed in the integrated report.   Applied As set out in the Integrated Annual Report.        
      The audit committee consists of at least three members.   Applied There are four independent non-executive directors who are members of the audit committee.        
      All members of the audit committee are independent non-executive directors.   Applied There are four independent non-executive directors who are members of the audit committee.        
      The integrated report includes information regarding any other roles assigned to the audit committee by the board.   Applied As set out in the Integrated Annual Report.        
      Audit committee members collectively have knowledge and experience on financial risks, financial and sustainability reporting, and internal controls.   Applied As set out in the Integrated Annual Report.        
      Audit committee members collectively have knowledge and experience on corporate law.   Applied As set out in the Integrated Annual Report.        
      Audit committee members collectively have a thorough understanding of the complexities of International Financial Reporting Standards, South African Statements of Generally Accepted Accounting Practice, Global Reporting Initiative standards or any other financial reporting framework and set of standards applicable.   Applied As set out in the Integrated Annual Report.        
      The board fills vacancies on the audit committee that arise until the next AGM when the formal election is done by shareholders.   Applied   As and when necessary.        
  Principle 3.3   The audit committee is chaired by an independent non-executive director   The Chairperson of the audit committee is an independent non-executive director and not the Chairperson of board.   Applied The audit committee is chaired by Mr GR Rosenthal who is an independent non-executive director of the Company.        
  The Chairperson of the audit committee is selected by the board.   Applied Upon the recommendation of the nomination committee.        
  The Chairperson of the audit committee attends the AGM.   Applied   As stipulated in the committee’s terms of reference.        
  Principle 3.4   The audit committee oversees integrated reporting   The audit committee arbiters between the management and the external auditors when there is a disagreement on auditing and accounting matters.   Applied As stipulated in the committee’s terms of reference.        
      The audit committee has regard to all factors and risks that may impact on integrity of the integrated report, e.g. judgements, changes in accounting policies, significant or unusual transactions, factors that may predispose management to present misleading information, any evidence that brings into question any previously published financial information, etc.   Applied The audit committee oversees the integrated reporting of the Company and reviews the integrity of the Integrated Annual Report and recommends approval of same to the board. In addition the audit committee appoints an independent assurance provider to report on the sustainability information contained in the Integrated Annual Report.        
      The audit committee reviews a documented assessment by the management of the going concern premise of the company.   Applied As mandated by its terms of reference.        
      The audit committee considers the need to issue interim results.   Applied As mandated by its terms of reference.        
      The audit committee reviews the content of summarised information.   Applied As mandated by its terms of reference.        
      The audit committee recommends the integrated report for approval by the board.   Applied As mandated by its terms of reference.        
      The audit committee engages the external auditors to provide assurance on the summarised financial information.   Applied As mandated by its terms of reference.        
      The audit committee recommends to the board whether to engage an external assurance provider on material sustainability issues.   Applied As mandated by its terms of reference.        
      The audit committee evaluates the independence and quality of the external assurance providers on sustainability.   Applied As mandated by its terms of reference.        
      The audit committee reviews the disclosure of sustainability issues in the integrated report to ensure that it is reliable and does not conflict with the financial information.   Applied   As mandated by its terms of reference.        
  Principle 3.5   The audit committee has ensured that a combined assurance model has been applied which provides a coordinated approach to all assurance activities   The audit committee ensures that combined assurance received is appropriate to address all significant risks facing the company.   Applied The audit committee considers the combined assurance model and adopts a coordinated approach to all assurance activities which identifies the Company’s significant risks.        
  The relationship between the external assurance providers and the company is monitored by the audit committee.   Applied   As mandated by its terms of reference.        
  Principle 3.6   The audit committee is satisfied with the expertise, resources and experience of the company’s finance function   The audit committee performs review of the finance function every year.   Applied The audit committee annually considers and satisfies itself of the appropriateness of the expertise and experience of the CFO and of the expertise and adequacy of the finance function.        
    The results of the review of the finance function by the audit committee are disclosed in the integrated report.   Applied   As set out in the Integrated Annual Report.        
  Principle 3.7   The audit committee should be responsible for overseeing internal audit   The audit committee is responsible for the appointment, performance assessment and/or dismissal of the internal audit function or outsourced internal audit service provider.   Applied As mandated by its terms of reference.        
  The internal audit plan is approved by the audit committee.   Applied As mandated by its terms of reference.        
  The audit committee ensures that the company’s internal audit function is independent and has the necessary resources, standing and authority within the company to enable it to discharge its functions.   Applied The audit committee is primarily responsible for overseeing the Group internal audit controls and functions and performs an annual assessment of the effectiveness and independence of the internal audit function.        
      The audit committee oversees cooperation between external and internal audit to avoid overlapping of audit scope.   Applied As mandated by its terms of reference.        
      The audit committee ensures that the internal audit function is subjected to an independent quality review as and when it determines it appropriate.   Applied   As mandated by its terms of reference.        
  Principle 3.8   The audit committee is an integral component of the risk management process   There is a risk committee consisting of board members.   Applied The risk committee is comprised of non-executive and executive directors together with management representatives.        
  There is a statement from the board in the integrated report on the effectiveness of internal financial controls based on a formal documented review thereof.   Applied As set out in the Integrated Annual Report.        
  The risk committee has oversight of the company’s risk management function.   Applied As set out in the Integrated Annual Report.        
  The terms of reference of the audit committee set out its responsibilities regarding risk management.   Applied The terms of reference are available online.        
  The audit committee specifically has oversight of financial reporting risks, internal financial controls, fraud risks as these relate to financial reporting and IT risks as these relate to internal reporting.   Applied   The audit committee receives the report of the risk committee at each meeting and oversees and reviews the risk areas of the Company’s operations to be covered in the scope of internal and external audits including internal financial controls, fraud and information technology risks, as they relate to financial reporting risks, in order to ensure that a combined assurance model is applied to provide a coordinated approach on significant risks facing the business. The Chairman of the audit committee is also a member of the risk committee thereby playing an integral role in the risk management of the Company        
  Principle 3.9   The audit committee is responsible for recommending the appointment of the external auditor and overseeing the external audit process   The audit committee approves the external auditors’ terms of engagement and remuneration.   Applied As mandated by its terms of reference.        
  The audit committee monitors and reports on the external auditors’ independence.   Applied The audit committee is responsible for nominating the external auditors for appointment by shareholders at the annual general meeting, determining the fees payable to the auditors and their terms of engagement, evaluating their performance, and assessing the independence of the external auditors. The audit committee reviews the processes relating to the annual audit and agrees scope, fees and procedures before commencement of the audit.      
  The audit committee defines a policy for non-audit services provided by the external auditor.   Applied As set out in the Integrated Annual Report.        
  The audit committee recommends to shareholders the appointment, reappointment and removal of external auditors.   Applied As set out in the Integrated Annual Report.        
  The audit committee reviews any accounting and auditing concerns identified as a result of the internal or external audit.   Applied As set out in the Integrated Annual Report.        
  The audit committee is informed of any Reportable Irregularities identified and reported by the external auditor.   Applied As mandated by its terms of reference.        
  The audit committee reviews the quality and effectiveness of the external audit process.   Applied   As mandated by its terms of reference.        
  Principle 3.10 The audit committee has reported to the board and the shareholders as to how it has discharged its duties The audit committee reports internally to the board on its statutory duties and duties assigned to it by the board. Applied As mandated by its terms of reference.      
      The audit committee reports to the shareholders on its statutory duties. Applied The Chairman is responsible for reporting to the board at quarterly meetings of the directors. The Chairman of the audit committee further reports to shareholders of the Company at the annual general meeting by means of a written report in the Integrated Annual Report and the annual financial statements.      
      There is a description in the integrated report of how the audit committee carried out its functions in the period under review. Applied As set out in the Integrated Annual Report.      
      A statement on whether the audit committee is satisfied that the auditor is independent of the company is included in the integrated report. Applied As set out in the Integrated Annual Report.      
      The integrated report includes commentary in any way the committee considers appropriate on the financial statements, the accounting practices and the internal financial control of the company. Applied As set out in the Integrated Annual Report.      
Chapter 4   Principle 4.1   The board is responsible for the governance of risk.   A policy and plan for a system and process of risk management have been developed.   Applied As set out in the Integrated Annual Report.        
The risk policy includes: the company’s definitions of risk terms and risk management; risk management objectives; the risk approach and philosophy; and the various responsibilities and ownership for risk management within the company.   Applied As set out in the Integrated Annual Report.        
The board’s responsibility for risk governance is expressed in the Board Charter and risk policy and plan.   Applied As confirmed, the Board Charter clearly stipulates that the board is responsible for the governance of risk. The board has a responsibility to monitor and review the risk management strategy of the Company and of the Group and the risk and audit committees assist the board in fulfilling this responsibility.        
      The risk plan includes: the company’s risk management structure; the risk management framework – i.e. the approach followed for instance COSO, ISO, IRMSA ERM Code of Practice, IRM (UK), etc; the standards and methodology adopted - this refers to the measureable milestones such tolerances, intervals, frequencies, frequency rates, etc; risk management guidelines; reference to integration through for instance training and awareness programmes; and details of the assurance and review of the risk management process.   Applied The relevant approach best suited for the nature of the Group’s business is incorporated into the Group’s risk framework.        
      The integrated report discloses how the board has satisfied itself that risk assessments, responses and interventions are effective.   Applied   As set out in the Integrated Annual Report.        
  Principle 4.2   The board has determined the levels of risk tolerance   The board monitors that risks taken are within the tolerance and appetite levels.   Applied The Group’s risks are ranked according to likelihood and impact considered in terms of risk tolerance and risk appetite.        
  The board sets the levels of risk tolerance every year.   Applied This is dealt with at the annual risk workshop.        
  It is disclosed where the limits of risk appetite exceed, or deviated materially from, the limits of the company’s risk tolerance (the company’s ability to tolerate).   Applied   This is done at the risk committee meetings.        
  Principle 4.3   The risk committee and/or audit committee have assisted the board in carrying out its risk responsibilities   The risk committee considers the risk policy and plan.   Applied As mandated by its terms of reference.        
      The risk committee reviews the risk management progress and maturity of the company, the effectiveness of risk management activities, the key risks facing the company, and the responses to address these key risks.   Applied As mandated by its terms of reference.        
      The risk committee monitors the whole risk management process.   Applied As mandated by its terms of reference.        
      Membership of the risk committee includes executive and non-executive directors; members of senior management and independent risk management experts to be invited, if necessary.   Applied As set out in the Integrated Annual Report.        
      The risk committee has a minimum of three members.   Applied The risk committee has 11 members.        
      The risk committee members collectively have adequate and appropriate knowledge, skills and experience on risk.   Applied   As set out in the Integrated Annual Report.        
  Principle 4.4   The board has delegated to management the responsibility to design, implement and monitor the risk management plan   The board’s risk policy and plan is implemented by management by means of risk management systems and processes.   Applied The risk committee delegates its risk function to management and the executive in regard to the risks which are assessed on behalf of the Group.        
  The Chief Risk Officer (CRO) or other senior employee responsible for risk management is a suitably experienced person who has access to and interacts regularly on strategic matters with the board and/or appropriate board committee and executive management.   Applied   Senior employees that are accountable for risk management are members of the risk committee.        
  Principle 4.5   The board has ensured that risk assessments are performed on a continual basis   The board ensures that effective and ongoing risk assessments are performed.   Applied The risks to which the Group is exposed are regularly identified in terms of a Group risk management process that allocates responsibility, determines the action to be taken and monitors compliance with that action. The key risks of the Group are reviewed by the board.        
  A systematic, documented, formal risk assessment is conducted at least once a year.   Applied As mandated by its terms of reference.        
  Risks are prioritised and ranked to focus responses and interventions.   Applied As mandated by its terms of reference.        
  A top-down approach is adopted in risk assessments without being limited to strategic and high-end risks only.   Applied As mandated by its terms of reference.        
  The board regularly receives and reviews a register of the company’s key risks.   Applied As mandated by its terms of reference.        
  The risk assessment process involves the risks affecting the various income streams of the company, the critical dependencies of the business, the sustainability and the legitimate interests and expectations of stakeholders.   Applied As mandated by its terms of reference.        
  The board ensures that key risks are quantified where practicable.   Applied   The risk committee provides feedback to the board.        
  Principle 4.6   The board has ensured that frameworks and methodologies are implemented to increase the probability of anticipating unpredictable risks.   The board ensures that a framework and processes are in place to (remove) anticipated unpredictable risks.   Applied   The Group’s risk policy framework sets out the processes and procedures for identifying, monitoring and mitigating risks. Any new business opportunity which exposes the Group to risk, results in a risk analysis being carried out by management as a prerequisite to board consideration and approval.        
  Principle 4.7   The board has ensured that management has considered and has implemented appropriate risk responses   Management identifies and notes in the risk register the risk responses decided upon.   Applied   Executive management submits a risk management report to the risk committee three times a year focusing on the top Group risks, detailing the key controls and mitigating actions.        
  Principle 4.8   The board has ensured the continual risk monitoring by management   The board ensures that effective and continuous monitoring of risk management takes place.   Applied   The risk policy framework sets out the procedures and responsibilities for risk assessments. Identified risks are monitored by the executive continuously.        
  Principle 4.9   The board has received assurance regarding the effectiveness of the risk management process   Management provides assurance to the board that the risk management plan is integrated in the daily activities of the company.   Applied   The assurance model adopted by the Group aims to optimise the assurance coverage obtained from management, and internal and external assurance providers on the risks affecting the Company.        
  Principle 4.10   The board has ensured that there are processes in place which enable complete, timely, relevant, accurate and accessible risk disclosure to stakeholders   There is disclosure of any material losses and their causes that the company has suffered for the period under review, the effect that these losses have had on the company and the steps taken by the board and management to prevent a recurrence.   Applied As and when necessary.        
  There is disclosure of any current, imminent or envisaged risk that is considered to threaten the long-term sustainability of the company.   Applied As set out in the Integrated Annual Report.        
  The board discloses its views on the effectiveness of the company’s risk management processes.   Applied   As set out in the Integrated Annual Report.        
Chapter 5   Principle 5.1   The board is responsible of information technology (IT) governance   The board receives independent assurance on the effectiveness of the IT internal controls.   Applied There are IT Audits and independent assessments performed by external consultants, auditors and the IT GRC team which is not operational. Assurance is provided on the security controls, current risks and COBIT 5 control maturity as well as validating remediation of risks.        
  The IT governance framework includes relevant structures, processes and mechanisms to enable IT to deliver value to the business and mitigate IT risk.   Applied As set out in the IT governance framework.        
  The board assumes the responsibility for the governance of IT and places it on the board agenda.   Applied The IT governance committee is a sub-committee of the risk committee.        
  There is an IT governance framework that supports effective and efficient management of IT resources to facilitate the achievement of the company’s strategic objectives.   Applied The IT Governance Framework is a combination of King III and COBIT 5 controls.        
  The board ensures that an IT charter and policies are established and implemented.   Applied   As mandated in the risk committee’s terms of reference.        
  Principle 5.2   IT has been aligned with the performance and sustainability objectives of the company   The board ensures that IT strategy is integrated with the company’s strategic and business processes.   Applied The IT strategy is based on the business strategy so that IT can support and enable the strategic objectives. The IT Strategy changes in line with the business needs so that both technological changes and business enhancements are optimal.        
  The board ensures that there is a process in place to identify and exploit opportunities to improve the performance and sustainability of the company through the use of IT.   Partially Applied     A process needs to be formally defined, adopted and embedded consistently to ensure that opportunities are identified. Currently post-implementation reviews as well as benefits realisation are undertaken.      
  Principle 5.3   The board has delegated to management the responsibility for the implementation of an IT governance framework   Management is responsible for the implementation of all the structures, processes and mechanisms for the IT governance framework.   Applied All structures have been validated by management and governing bodies; policies and processes are defined and embedded with the use of best practice frameworks.        
  The individual responsible for IT is a suitably qualified and experienced person who has access and interacts regularly on IT governance matters with the board and/or appropriate board committee and executive management.   Applied   The Chief Information Officer participates on the IT governance committee and the risk committee.        
  Principle 5.4   The Board monitors and evaluates significant IT investments and expenditure   The board oversees the value delivery of IT and monitors the return on investment from significant IT projects.   Applied Management reports to the board on significant IT projects.        
  Business strategies and objectives and the role of IT in achieving them are clear.   Applied IT has a formal strategy and defined tasks that are refreshed every year to keep in line with the business’s objectives.        
  Good governance principles apply to all parties in the supply chain or channel for the acquisition and disposal of IT goods or services.   Applied   A policy exists that governs the procurement and disposal of IT goods and services. Furthermore, a dedicated team is responsible for IT procurement/services that manages contracts and applies risk management standards.        
  Principle 5.5   IT is an integral part of the company’s risk management plan   IT risks form an integral part of the company’s risk management activities.   Applied The IT governance committee reports into the risk committee.        
  Management regularly demonstrates to the board that the company has adequate business resilience arrangements in place for disaster recovery.   Applied A comprehensive Business Continuity Management (”BCM“) programme is in place that displays the recovery plans adopted for each unit which is shared quarterly at the IT governance committee meetings, whereby the programme status is addressed.      
  The board ensures that the company complies with IT laws and that IT-related rules, codes and standards are considered.   Applied   An IT legal register exists which includes all the IT laws and standards that are relevant to the organisation. Furthermore an IT Risk and Compliance Team manages all the standards, laws and rules that have been adopted.        
  Principle 5.6   The board ensured that information assets are managed effectively.   The board ensures all personal information is treated by the company as an important business asset and is identified.   Applied A PoPI programme is in existence which is supported by a Privacy and Data Classification Policy. Data in the organisation has been classified with security rules applied to the personally classified information.        
  The board ensures that an Information Security Management System is developed, implemented and recorded that ensures security (confidentiality, integrity and availability of information).   Applied   The ISO 27001 framework for best practice Information Security Management has been adopted. The ISO ISMS is reported on and continually matured within the organisation to ensure continuous protection of information and IT assets.        
  Principle 5.7   A risk committee and audit committee assists the board in carrying out its IT responsibilities   The risk committee assists the board in carrying out its IT governance responsibilities by ensuring that IT risks are adequately addressed through its risk management and monitoring processes.   Applied   The IT governance committee reports into the risk committee. Any significant issues are elevated to the board.        
Chapter 6   Principle 6.1   The board ensures that the company complies with applicable laws and considers adherence to non-binding rules, codes and standards   The company has a system in place to ensure compliance with all applicable laws.   Applied The board provides a statement of compliance in the Integrated Annual Report confirming that it satisfied itself with the extent of the Company’s compliance with King III and with the JSE Listings Requirements. In its statement, the board further reports that there have been no material instances of non-compliance or material fines imposed during the year under review. The risk committee receives a report on matters canvassed in terms of the Group’s Legal and Compliance Policy.        
Compliance with applicable laws is understood not only in terms of the obligations that they create, but also for the rights and protection that they afford.   Applied The Group remains cognisant of the rights of all stakeholders.        
The board oversees that the compliance policy and system provide for examination of the context of law, and how other applicable laws interact with it.   Applied This is canvassed by the risk committee and any material issues are elevated to the board.        
  The board continually monitors the company’s compliance with applicable laws, rules, codes and standards.   Applied The board report contains any material areas of concern.        
      The extent of adherence to applicable non-binding rules, codes and standards is disclosed in the integrated report.   Applied As set out in the Integrated Annual Report.        
      Details of how board discharged its responsibility to establish an effective compliance framework and processes are disclosed in the integrated report.   Applied   As set out in the Integrated Annual Report.        
  Principle 6.2   The board and each individual director have a working understanding of the effect of applicable laws, rules, codes and standards on the company and its business   The induction or ongoing training programmes of directors incorporate an overview of and changes to applicable laws, rules, codes and standards.   Applied A prerequisite for appointment to the board is a knowledge and understanding of the conduct of the business and of the laws and customs that govern the activities of the Company. In addition ongoing professional development training is provided to the board for their information.        
  Directors sufficiently familiarise themselves with the general content of applicable laws, rules, codes and standards in order to be able to discharge their legal duties.   Applied   Directors keep abreast of the regulatory landscape and updates are provided in board packs.        
  Principle 6.3   Compliance risk should form an integral part of the company’s risk management process   The risk of non-compliance is identified, assessed and responded to through the risk management processes.   Applied   Regular gaming compliance audits are conducted by internal audit. The risk committee reviews the legal and compliance policies and updates them bi-annually. A Group compliance manager has been appointed to oversee the Compliance Risks facing the business.        
  Principle 6.4   The board should delegate to management the implementation of an effective compliance framework and processes   Management has established the appropriate structures; educates, trains and communicates; and measures compliance.   Applied This is the focus area of the Group’s Compliance Manager and each General Manager of the relevant business areas.        
  The CEO has appointed an individual responsible for the management of compliance, e.g. a Chief Compliance Officer.   Applied   King III recommends the establishment of a separate compliance function. The Group confirms that while several business functions are responsible for compliance, including regulatory, statutory and gaming compliance, a Group compliance manager assumes oversight for all Group compliance functions.        
      The individual responsible for compliance is a suitably skilled and experienced person who has access to and interacts regularly on strategic compliance matters with the board and/or appropriate board committees and executive management.   Applied The Group Compliance Manager interacts with the executive management and the Chief Executive.        
      The compliance function has adequate resources to fulfil its duties.   Applied The compliance function is supported through decentralised functions as well.        
      The board ensures that a legal compliance policy, approved by the board, has been implemented by management.   Applied This is continuously assessed.        
      The board receives assurance on the effectiveness of the controls around compliance with laws, rules, codes and standards.   Applied This is reported via the risk committee.        
      Compliance with laws, rules, codes and standards is incorporated in the code of conduct of the company.   Applied Compliance is integral to the Group’s highly regulated business.        
      There is disclosure of material (or immaterial, but often repeated) regulatory penalties, sanctions or fines for contraventions or noncompliance with statutory obligations that were imposed on the company or any of its directors or officers; or a statement that no such events took place.   Applied   As set out in the Integrated Annual Report.        
Chapter 7   Principle 7.1   The board should ensure that there is an effective risk based internal audit   The company has established an internal audit function.   Applied As set out in the Integrated Annual Report.        
The internal audit function evaluates the company’s governance processes.   Applied Group Internal Audit evaluates reports on compliance with King III.        
  The internal audit function performs an objective assessment of the effectiveness of risk management and the internal control framework.   Applied Group Internal Audit’s report on the effectiveness on the Group’s risk management is reported to the risk committee. Its review on internal controls is reported to the audit committee.        
      The internal audit function systematically analyses and evaluates business processes and associated controls.   Applied As mandated by its charter.        
      The internal audit function adheres to the IIA Standards and Code of Ethics.   Applied As mandated by its charter.        
      The internal audit function provides a source of information as appropriate, regarding instances of fraud, corruption, unethical behaviour and irregularities.   Applied As mandated by its charter.        
      Where there is no formal internal audit function, full reasons for it are disclosed in the company’s integrated report, with an explanation as to how adequate assurance of an effective governance, risk management and internal control environment have been maintained.   Not applicable   The Group has a formal Group Internal Audit function as reported on in the Integrated Annual Report.        
  Principle 7.2   Internal Audit should follow a risk-based approach to its plan   The internal audit plan and approach is informed by the strategy and risks of the company.   Applied   The Head of Group Internal Audit ensures that the audit coverage is established by using a risk-based methodology which is continuously updated. The Group’s key risks are part of Group Internal Audit’s considerations.        
  Principle 7.3   Internal Audit should provide a written assessment of the effectiveness of the company’s system of internal controls and risk management   Internal controls are established not only over financial matters, but also operational, compliance and sustainability issues.   Applied Group Internal Audit has established the same.        
  Internal Audit provides a written assessment of the system of internal controls and risk management to the board.   Applied Group Internal Audit provides a written assessment of the Company’s system of internal controls and risk management and has provided a positive assurance on the Group’s internal financial controls.        
  Internal Audit provides a written assessment of internal financial controls to the audit committee.   Applied   Group Internal Audit provides same to the audit committee and is disclosed in the Integrated Annual Report.        
  Principle 7.5   Internal Audit should be strategically positioned to achieve its objectives   The internal audit function is independent and objective.   Applied The audit committee reviews the independence and effectiveness of Group Internal Audit.        
  The internal audit function reports functionally to the audit committee.   Applied The Head of Group Internal Audit attends all executive committee meetings and several committee meetings and reports to the Chairman of the audit committee and the Chief Executive. As the Head of Group Internal Audit reports to the audit committee, this ensures his objectiveness and independence, and the ability to preserve the aim of the audit charter by bringing a systematic and disciplined approach to improve the effectiveness of its processes.       
  The internal audit function has a standing invitation to attend executive committee meetings.   Applied The Head of Group Internal Audit attends all executive committee meetings and several other committee meetings.        
  The internal audit function is as skilled and resourced as is appropriate for the complexity and volume of risk and assurance needs.   Applied This is also assessed by the audit committee.        
  The internal audit function develops and maintains a quality assurance and improvement programme.   Applied   This is continuously assessed.        
Chapter 8   Principle 8.1   The board should appreciate that stakeholders’ perceptions affect a company’s reputation   The gap between stakeholder perceptions and the performance of the company is managed and measured to enhance or protect the company’s reputation.   Applied The board acknowledges that stakeholder perceptions shape corporate reputation and the Group strives to engage in constructive dialogue with its various stakeholders. The board is ultimately accountable and responsible for the key governance processes and the sustainable growth, performance and affairs of the Group, taking into account the legitimate interests and expectations of all stakeholders. The Company has a social and ethics committee, the main purpose of which is to assist the board in ensuring that the Group is, and remains, a good and responsible corporate citizen by monitoring the sustainable development of the Group. This purpose is attained by reviewing the Group’s activities having regard to any relevant legislation, legal requirements and prevailing codes of best practice, in relation to matters pertaining to social and economic development, good corporate citizenship, the environment, health and public safety, consumer relationships, labour and employment matters.        
  The process for identification and taking account of the legitimate interests and expectations of stakeholders is reviewed at least once a year.   Applied This is the subject of the an annual review by the risk committee.        
  The company’s reputation and its linkage with stakeholder relationships is a regular board agenda item.   Applied This is reported to the board via the social and ethics and risk committees’.        
  Stakeholders which could materially affect the operations of the company are identified, assessed and dealt with as part of the risk management process.   Applied   This is canvassed by the risk committee.        
  Principle 8.2   The board should delegate to management to proactively deal with stakeholder relationships   Management develops a strategy and formulates policies for the management of relationships with each stakeholder grouping.   Applied Management has specific strategies in place to address relevant stakeholder goupings.        
      The board oversees the establishment of mechanisms and processes that support stakeholders in constructive engagement with the company.   Applied The board reviews these engagements and processes annually.        
      The board encourages shareholders to attend the AGMs.   Applied   The board encourages all stakeholders to attend the annual general meeting.        
  Principle 8.3   The board should strive to achieve the appropriate balance between its various stakeholder groupings, in the best interests of the company   The board takes account of the legitimate interests and expectations of its stakeholders in its decision-making in the best interests of the company.   Applied   The board is ultimately accountable and responsible for the key governance processes and the sustainable growth, performance and affairs of the Group, taking into account the legitimate interests and expectations of all stakeholders. The Company has a social and ethics committee, the main purpose of which is to assist the board in ensuring that the Group is, and remains, a good and responsible corporate citizen by monitoring the sustainable development of the Group. This purpose is attained by reviewing the Group’s activities having regard to any relevant legislation, legal requirements and prevailing codes of best practice, in relation to matters pertaining to social and economic development, good corporate citizenship, the environment, health and public safety, consumer relationships, labour and employment matters.        
  Principle 8.4   Companies should ensure the equitable treatment of shareholders   There is equitable treatment of all holders of the same class of shares issued.   Applied There remains at this stage only one class of shares in issue.        
  The board ensures that minority shareholders are protected.   Applied   The board remains cognisant of this principle.        
  Principle 8.5   Transparent and effective communication with stakeholders is essential for building and maintaining their trust and confidence   The board has adopted communication guidelines that support a responsible communication programme.   Applied The board continuously monitors the stakeholder communication platforms and engagements.        
Complete, timely, relevant, accurate, honest and accessible information is provided by the company to its stakeholders whilst having regard to legal and strategic considerations.   Applied The Company prepares an Integrated Annual Report providing appropriately balanced business and sustainability reporting in line with the principles of King III, while meeting the information needs of its diverse stakeholders. The Company’s intention going forward is to simplify the reports to make them more accessible, engaging and readable to a wider base of stakeholders. The board, assisted by the audit committee assumes responsibility for the Integrated Annual Report and ensures that the report fairly represents the performance of the Group. Sustainability reporting is further assured by an independent external assurance provider to ensure that sustainability information is reliable and consistent with the information contained in the annual financial statements. As a testament to the Company providing transparent and effective communication to its stakeholders, the investor relations website is continuously updated to provide an interface between the Company and its stakeholders.        
Reasons for refusals of requests for information that were lodged with the company in terms of the Promotion of Access to Information Act, 2000 are included in the integrated report.   Applied There were no refusals of requests.        
  Principle 8.6   The board should ensure that disputes are resolved effectively and as expeditiously as possible   The board has adopted formal dispute resolution processes for internal and external disputes.   Applied   The board has tasked management to ensure that external disputes are resolved as effectively, efficiently and expeditiously as possible through the incorporation of alternative dispute resolution clauses into the contracts that are concluded between the Group companies and third parties. With regard to internal disputes, the Company has established internal dispute resolution processes to deal with grievances and internal matters that are reported via the Group’s ethics hotline which is managed by KPMG.        
Chapter 9   Principle 9.1   The board should ensure the integrity of the company’s integrated report   The company has controls to enable it to verify and safeguard the integrity of its integrated report.   Applied   The board, assisted by the audit committee, reviews the integrity of the Integrated Annual Report and ensures that the report fairly represents the performance of the Group. In this regard the audit committee, having fulfilled the oversight responsibility regarding the reporting process, and having regard to material factors that may impact on the integrity of the information, has recommended the Integrated Annual Report and the consolidated annual financial statements for the approval of the board.        
  Principle 9.2   Sustainability reporting and disclosure should be integrated with the company’s financial reporting   The board includes commentary on the company’s financial results in the integrated report.   Applied The Integrated Annual Report provides appropriately balanced business and sustainability reporting in line with the principles of King III, while meeting the information needs of the Company’s diverse stakeholders.       
The board discloses if the company is a going concern.   Applied As set out in the Integrated Annual Report.        
The board ensures that the positive and negative impacts of the company’s operations and the plans to improve the positives and eradicate or ameliorate the negatives in the financial year ahead are conveyed in the integrated report.   Applied As set out in the Integrated Annual Report.        
The integrated report discloses the nature of the company’s dealings with stakeholders and the outcomes of these dealings.   Applied   As set out in the Integrated Annual Report.        
  Principle 9.3   Sustainability reporting and disclosure should be independently assured   Sustainability reporting is independently assured.   Applied The board obtains an independent assurance on the Group’s sustainability information, which includes environmental, social and safety considerations contained within the Integrated Annual Report. In turn, the board, through the audit committee has reviewed the findings of the external assurance provider and is satisfied with the findings.        
The scope of independent assurance over sustainability report is disclosed in the integrated report.   Applied   As set out in the Integrated Annual Report.