CORPORATE GOVERNANCE King III - Compliance with Principles Assessment Year ending 31 December 2015

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1 No N/A 1 Chapter 1 - Ethical leadership and corporate citizenship 1.1 The Board should provide effective leadership based on an ethical foundation 1.2 The Board should ensure that the Company is and is seen to be a responsible corporate citizen 1.3 The Board should ensure that the Company s ethics are managed effectively. 2. Chapter 2 The Board and Directors 2.1 The Board should act as the focal point for and custodian of corporate governance. 2.2 The Board should appreciate that strategy, risk, performance and sustainability are inseparable. Refer to values and corporate governance report. The Board is aware of the part that can play in contributing to the education of the next generation within South Africa. Corporate citizenship programmes are in place throughout the organisation. Adherence to good ethical values is at the heart of the culture of the Group. The Board s responsibilities are contained within the Board Charter. There are also various initiatives which are focused on this aspect, such as the mission and values. Through our own ethical conduct, practices and policies we seek to set an example to our candidates, learners, students and clients. TSEC receives reports on these aspects regularly. The Board s Charter sets out its role and responsibilities in line with best practice. The Board approves and monitors the implementation of strategy. The Board ensures that the strategy is aligned with the purpose of, the value drivers of the business and legitimate interests and expectations of stakeholders. The Board (through various committees and by activities of the Board as a whole) monitors and manages risk throughout. King III checklist 2015 Page 1

2 2.3 The Board should provide effective leadership based on an ethical foundation. 2.4 The Board should ensure that the Company is and is seen to be a responsible corporate citizen. 2.5 The Board should ensure that the Company s ethics are managed effectively. 2.6 The Board should ensure that the Company has an effective and independent audit committee. 2.7 The Board should be responsible for the governance of risk. 2.8 The Board should be responsible for information technology (IT) governance. 2.9 The Board should ensure that the Company complies with applicable laws and consider adherence to non-binding rules, codes and standards The Board should ensure that there is an effective risk-based internal audit function The Board should appreciate that stakeholders perceptions affect the Company s reputation The Board should ensure the integrity of the Company s integrated report The Board should report on the effectiveness of the Company s systems of internal controls. No N/A See 1.1 above. The Transformation, Social and Ethics Committee (TSEC) is tasked with monitoring the ethical foundation of the business. See 1.2 above. TSEC is also responsible for monitoring s activities as a responsible corporate citizen. See 1.3 above. Although all of management are involved in the governance of risk, the risk committee has specific responsibility for monitoring the governance of risk. The Board s Charter states that the Board is responsible for IT governance. Adherence to legislation is a fundamental requirement of the Board in line with its commitment to good corporate ethics. Where appropriate, the Board will require adherence also to non-binding rules, codes and standards. Appropriate steps will be taken in instances of non-compliance. Refer to the corporate governance report. The integrated report will only be released once the Audit Committee has recommended it for approval. Refer to the corporate governance report. King III checklist 2015 Page 2

3 No N/A 2.14 The Board and its directors should act in the best interests of the Company The Board should consider business rescue proceedings or other turnaround mechanisms as soon as the Company is financially distressed as defined in the Companies Act, 2008 (Act). The Board should elect a Chairman of the Board who is an Independent Non-Executive Director. The CEO of the Company should not also fulfil the role of Chairman of the Board. The Board should appoint the Chief Executive Officer and establish a framework for the delegation of authority. The Board should comprise a balance of power, with a majority of Non-Executive Directors. The majority of Non-Executive Directors should be independent Directors should be appointed thorough a formal process The induction of and ongoing training and development of directors should be conducted through a formal process. The Board should be assisted by a competent, suitably qualified and experienced company secretary. The evaluation of the Board, its committees and the individual directors should be performed every year. No No N/A The Board regards it as a fundamental duty to always act in the best interests of. If necessary and in appropriate circumstances it will take independent advice. Directors are required to disclose conflicts as and when they arise, but at least annually. The Board will consider such procedures or other turnaround mechanisms in the event that such circumstances arise. The Nominations Committee assists the Board with the process of recommending potential new directors. The majority of directors are experienced and sit on a number of Boards. An informal induction process is in place. Refer to corporate governance report for the qualifications and experience of the Company Secretary. She has resigned with effect from 31 March 2016 and is currently looking for a replacement. Competence, qualifications and experience will all be taken into account. An evaluation of the effectiveness of the Board as a whole during 2015 has been undertaken by the Chairman. As the Board is fairly small, all members are fully engaged. There is however no formal process through which the individual King III checklist 2015 Page 3

4 2.23 The Board should delegate certain functions to well-structured committees but without abdicating its own responsibilities A governance framework should be agreed between the Group and its subsidiary Boards Companies should remunerate directors and executives fairly and responsibly Companies should disclose the remuneration of each individual director and certain senior executives Shareholders should approve the Company s remuneration policy. 3. Audit Committee The Board should ensure that the Company has an effective and independent Audit Committee. Audit Committee members should be suitably skilled and experienced Independent Non- Executive Directors. 3.3 The Audit Committee should be chaired by an Independent Non-Executive Director. No N/A directors are assessed, although assessments of the Committees will be undertaken during A governance framework is in place between and its subsidiaries Boards. Remuneration payable to directors and executives is reviewed annually and benchmarked against industry norms. See directors report. The remuneration policy was approved by a non-binding vote of the shareholders at the Annual General Meeting in July 2015; the policy will once again be tabled for approval by a non-binding vote at the Annual General Meeting in See corporate governance report and Audit Committee report. See corporate governance report and CVs of directors. The Chairman of the Board is a member of the Audit Committee which is not in compliance with King III. has a small Board, with a number of academics amongst its members. The Chairman is the only member of the Board with legal expertise which is invaluable to the Audit Committee. King III checklist 2015 Page 4

5 3.4 The Audit Committee should oversee integrated reporting The Audit Committee should ensure that a combined assurance model is applied to provide a coordinated approach to all assurance activities. The Audit Committee should satisfy itself of the expertise, resources and experience of the Company s finance function. 3.7 The Audit Committee should be responsible for overseeing of internal audit. 3.8 The Audit Committee should be an integral component of the risk management process The audit committee is responsible for recommending the appointment of the external auditor and overseeing the external audit process. The Audit Committee should report to the Board and shareholders on how it has discharged its duties. 4. The governance of risk No N/A The Audit Committee is required to approve the integrated report. There is ongoing co-operation between the external auditors and the internal audit function. The Audit Committee has requested that a formalised combined assurance model be investigated further. The Audit Committee has satisfied itself of the expertise, resources and experience of the finance function. A separate Risk Committee has been established and all Audit Committee members and the CEO and CFO are members of that committee. This ensures that the Audit Committee remains an integral part of the risk management process. See Audit Committee report. See Audit Committee report. 4.1 The Board should be responsible for the governance of risk. 4.2 The Board should determine the levels of risk tolerance. 4.3 The Risk Committee or Audit Committee should assist the Board in carrying out its risk responsibilities. No Through the Risk Committee, the Board assumes responsibility for the governance of risk. Managing risk is, however, part of every manager s mandate. The Board has not formally set the levels of risk tolerance. This will be formalised during the forthcoming year. The Risk Committee assists the Board with its risk responsibilities. King III checklist 2015 Page 5

6 No N/A 4.4 The Board should delegate to management the responsibility to design, implement and monitor the risk management plan. 4.5 The Board should ensure that risk assessments are performed on a continual basis The Board should ensure that frameworks and methodologies are implemented to decrease the probability of activating unpredictable risks. The Board should ensure that management considers and implements appropriate risk responses. 4.8 The Board should ensure continual risk monitoring by management The Board should receive assurance regarding the effectiveness of the risk management process. The Board should ensure that there are processes in place enabling complete, timely, relevant, accurate and accessible risk disclosures to stakeholders. No The risk management plans and processes are subject to annual review. Management of risk is integrated into the day-to-day activities of management of. The updated Group Risk Register was approved by the Risk Committee in November Divisional Risk Registers will be presented for consideration by the Risk Committee in Informal frameworks and methodologies are in place. The CEOs of the divisions attend selected Risk Committee meetings so they can advise the committee how risks are being managed. Risk management is an integral part of management of the business. In addition, the Board requires management to report on its processes and procedures, as well as its monitoring activities. Assurance is provided by executive management that risk management is integrated into daily activities of. On an annual basis, internal audit provides written assurance to the Board regarding the effectiveness of the system of internal controls and risk management. Disclosure on risk management is included in the integrated report. 5. The governance of information technology 5.1 The Board should be responsible for information technology (IT) governance. The role of the Board and the Risk Committee in IT governance will be enhanced in King III checklist 2015 Page 6

7 5.2 IT should be aligned with the performance and sustainability objectives of the Company. 5.3 The Board should delegate to management the responsibility for implementation of an IT governance framework. 5.4 The Board should monitor and evaluate significant IT investments and expenditure. 5.5 IT should form an integral part of the Company s risk management. 5.6 The Board should ensure that information assets are managed effectively. 5.7 A risk and audit committee should assist the Board in carrying out its IT responsibilities. 6. Compliance with laws, rules, codes and standards The Board should ensure that the Company complies with applicable laws and considers adherence to non-binding rules, codes and standards. The Board and each individual director should have a working understanding of the effect of the applicable laws, rules, codes and standards on the Company and its business. 6.3 Compliance risk should form an integral part of the Company s risk management process. 6.4 The Board should delegate to management the implementation of an effective compliance framework and processes. No N/A This will be reviewed during The IT Governance framework will be formalised during All major IT projects require approval and regular reporting to the Board. Although IT is included in the group s risk management, a process to formalise this arrangement is being undertaken during The issue of IT governance and related aspects will be dealt with at the May Risk Committee meeting. Risk and Audit Committees have been established with specific mandates. The appointment of SC Masie as a member of the Risk Committee in 2016 is expected to assist the Board in carrying out this function. complies with laws and standards because it is the right thing to do. Compliance is an ethical imperative. The Board consists of experienced directors who are familiar with the impact of legislation, rules, codes and standards. Compliance risk is an integral part of risk management throughout the Group. Internal audit reports on the effectiveness of controls around compliance. Compliance at an operational level is largely monitored at divisional level. The compliance function King III checklist 2015 Page 7

8 No N/A is partly carried out by internal audit and partly by the legal department. 7. Internal audit 7.1 The Board should ensure that there is an effective risk based internal audit. 7.2 Internal audit should follow a risk based approach to its plan 7.3 Internal audit should provide a written assessment of the effectiveness of the Company s system of internal controls and risk management. 7.4 The Audit Committee should be responsible for overseeing internal audit. 7.5 Internal audit should be strategically positioned to achieve its objectives. 8. Governing stakeholder relationships 8.1 The Board should appreciate that stakeholders perceptions affect the Company s reputation. 8.2 The Board should delegate to management to proactively deal with stakeholder relationships. Internal audit presents its reports to the Audit Committee and the internal audit manager attends all Risk Committee meetings. The internal audit manager is therefore an integral part of the risk management of. The Internal Audit Manager provides a written assessment of the effectiveness of s system of internal control and risk management on an annual basis. Internal audit remains independent from management and reports functionally to the Audit Committee. The Board has identified important stakeholder groupings and manages them appropriately. is a people business, both in the education and resourcing sectors. Management of stakeholder relationships and perceptions is therefore crucial to its success. King III checklist 2015 Page 8

9 8.3 The Board should strive to achieve the appropriate balance between its various stakeholder groupings, in the best interests of the Company. 8.4 Companies should ensure the equitable treatment of shareholders Transparent and effective communication with stakeholders is essential for building and maintaining their trust and confidence. The Board should ensure that disputes are resolved as effectively, efficiently and expeditiously as possible. 9. Integrated reporting and disclosure No N/A Insofar as may be appropriate in each set of circumstances, the Board takes account of the legitimate interests and expectations of stakeholders in its decision-making in the best interests of. has only one class of shares and care is taken to ensure that shareholders are treated equally. Complete, timely, relevant, accurate, honest and accessible information is provided by to its stakeholders whilst having regard to legal and strategic considerations. The Board supports the resolution of disputes in as effective, efficient and expeditious a manner as possible. 9.1 The Board should ensure the integrity of the Company s integrated report. 9.2 Sustainability reporting and disclosure should be integrated with the Company s financial reporting. 9.3 Sustainability reporting and disclosure should be independently assured. No The content of the integrated report is compiled with information supplied from a variety of sources and checked on a number of levels for accuracy reports on sustainability in the integrated report. is adopting an integrated reporting structure for the first time in Independent assurance of the sustainability reporting and disclosure will be considered during the year. The Company is required to comply or explain why it does not comply with principles of the King Report on Corporate Governance for South Africa, 2009 (King III). Accordingly, the Company reports as follows: The induction of and ongoing training and development of directors should be conducted through a formal process. King III checklist 2015 Page 9

10 The Company does not have a formal induction process, although each new director is taken through an informal process which is adjusted according to the experience and requirements of the newly appointed director. Almost all of the Company s directors have many year experience as directors and sit on a number of other Boards. Ongoing training and development is therefore dealt with on an ad hoc basis, as and when required The evaluation of the Board, its committees and the individual directors should be performed every year. An evaluation of the effectiveness of the Board as a whole in 2015 was conducted by the Chairman. However, it has not been the Company s practice to undertake a formal evaluation of the committees or the individual directors. The Board is relatively small and all directors are fully engaged. The Company will undertake evaluations of each of the Committees during 2016 to provide feedback on whether the Committee structure and its functioning is effective The Board should determine the levels of risk tolerance. The Board has not yet formally set levels of risk tolerance although executive management are due to present a proposal to the Risk Committee in May. 4.6 The Board should ensure that frameworks and methodologies are implemented to decrease the probability of activating unpredictable risks. Risk management is the responsibility of management at every level within the Group. There are however no formal frameworks and methodologies in place as the Company relies on the experience of its management in this regard. Risks themselves have been identified by management, and strategies are in place to mitigate those risks. 9.3 Sustainability reporting and disclosure should independently assured. The Company is adopting the integrated reporting structure for the first time in Note In terms of , the Chairman of the Board should not also be a member of the Audit Committee. However, in terms of a guidance letter dated 23 November 2012 issued by the JSE Limited in respect of the JSE Listings Requirements, the JSE allows an Independent Non-Executive Chairman to be a member of the Audit Committee subject to certain specified qualifications. For the record the Chairman is independent and non-executive; the other two members of the Audit Committee are also independent and non-executive; the Chairman of the Board is not the Chairman of the Audit Committee; the dual role will be specifically disclosed to shareholders in the notice of annual general meeting; and shareholders will be required to approve the appointment of the Chairman to the Audit Committee at the annual general meeting. King III checklist 2015 Page 10

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