King III assessment register 2015
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. CHAPTER 2: BOARDS AND DIRECTORS The Board has developed and adopted a Code of Ethics which creates the foundation of how the Group operates. The composition of the Board as well as the reporting structures allow for the Board to provide effective leadership. The Social and Ethics Committee assists the Board in ensuring that the Group is and remains a good and responsible corporate citizen. This is also disclosed in the sustainability report. The Board remains responsible for ensuring that management endorses a culture of ethical conduct. These values are encapsulated in the Group Code of Ethics which commits management and employees to the highest ethical standards of conduct. 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. 2.3 The Board should provide for 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 governance. The Board has a charter which sets out its responsibilities. The Board has accepted its role in ensuring that the Company complies with good corporate governance standards. The Company s top risks are identified annually by executive management and linked to strategic objectives to ensure sustainability. As disclosed in 1.1 above. As disclosed in 1.2 above. As disclosed in 1.3 above. As disclosed in the Audit Committee report and chapter 3 below. The Board is assisted by the Risk Management and Compliance Committee (RMCC) which considers the Group s risk profile, mitigating factors/circumstances and strategic actions to address key risk areas. This committee reports into the Audit Committee. In addition, PricewaterhouseCoopers (PwC) has been appointed as the Group s internal auditor. The Board receives feedback from the RMCC and Audit Committee regularly. For further reference refer to chapter 4 below. The Audit Committee has oversight of information technology (IT) governance. The IT Steering Committee meets quarterly and provides guidance and strategic direction on matters specific to IT operations. The Board receives feedback from the Audit Committee on a quarterly basis. For further reference refer to chapter 5 below. 1 King III assessment register 2015
2.9 The Board should ensure that the Company complies with applicable laws and considers adherence to non-binding rules, codes and standards. 2.10 The Board should ensure that there is an effective risk-based internal audit. 2.11 The Board should appreciate that stakeholders perceptions affect the Company s reputation. 2.12 The Board should ensure the integrity of the Company s Integrated Report. 2.13 The Board should report on the effectiveness of the Company s system of internal controls. 2.14 The Board and its directors should act in the best interests of the Company. The Group legal and compliance ensures compliance with applicable laws and regulations governing the business. Changes in legislation that may affect the Company are reported to the Audit Committee and Board where relevant. For further reference refer to chapter 6 below. The internal audit function has been outsourced to PwC and all significant findings are reported to the Audit Committee. The independence of the internal audit function is entrenched throughout the Group. The internal audit function has unrestricted access to the Audit Committee at all times. As disclosed in the sustainability report. The Audit Committee reviews the Integrated Report and recommends its adoption by the Board with the assistance of internal and external audit. Disclosed in the report of the Audit Committee and chapters 7 and 9 below. The Board is cognisant of its duties in terms of the Companies Act. Directors declare their interests in contracts at each Board meeting and are required to recuse themselves should any conflicts of interest arise. 2.15 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. 2.16 The Board should elect a Chairman of the Board who is an independent nonexecutive director. The CEO of the Company should not also fulfil the role of Chairman of the Board. The Board continuously monitors the Company s solvency and liquidity. The principle is currently not applicable but would be considered if required. The Chairman is an independent non-executive director. The role of Chairman has been separated from that of the CEO to ensure a balance of authority and to preclude any one director from exercising unfettered powers of decision making. 2.17 The Board should appoint the CEO and establish a framework for the delegation of authority. 2.18 The Board should comprise a balance of power, with a majority of non-executive directors. The majority of non-executive directors should be independent. 2.19 Directors should be appointed through a formal process. 2.20 The induction of and ongoing training and development of directors should be conducted through formal processes. The Board appoints the CEO and has approved a framework for the delegation of authority. The majority of the directors are non-executive, with eight of the nine non-executive directors being independent. Directors are appointed through a formal process. The Remuneration and Nomination Committee is in place and assists in identifying suitable members to serve on the Board. The Board has a stable and long-term membership with low director turnover. The majority of directors have experience in serving on other JSE listed company Boards. Ongoing training is offered to individual directors on request, while information and update sessions are provided at Board meetings. King III assessment register 2015 2
2.21 The Board should be assisted by a competent, suitably qualified and experienced Company Secretary. 2.22 The evaluation of the Board, its committees and the individual directors should be performed every year. 2.23 The Board should delegate certain functions to well-structured committees but without abdicating its own responsibilities. 2.24 A governance framework should be agreed between the Group and its subsidiary boards. 2.25 Companies should remunerate directors and executives fairly and responsibly. 2.26 Companies should disclose the remuneration of each individual director and prescribed officer. 2.27 Shareholders should approve the Company s remuneration policy. The Board is assisted by a competent, suitably qualified and experienced Company Secretary. The Company Secretary acts as secretary to the Board and all its committees. All directors have direct access to the Company Secretary. In progress The process is currently being implemented and the assessment will be completed by 2016. The Board delegates functions to committees without abdicating their own responsibilities. Functions are delegated to the Audit Committee, Risk Management and Compliance Committee, Social and Ethics Committee, and the Remuneration and Nomination Committee. Reporting between the Group and its subsidiaries is governed by internal policies and procedures and a formal governance framework is not considered essential. As disclosed in the remuneration report. As disclosed in the remuneration report. The remuneration policy is proposed to shareholders for a non-binding advisory vote at the Annual General Meeting. CHAPTER 3: AUDIT COMMITTEES 3.1 The Board should ensure that the Company has an effective and independent Audit Committee. 3.2 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. 3.4 The Audit Committee should oversee integrated reporting. 3.5 The Audit Committee should ensure that a combined assurance model is applied to provide a coordinated approach to all assurance activities. 3.6 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 is responsible for overseeing risk management. The Company has an effective and independent Audit Committee. The shareholders of the Company at an Annual General Meeting elect an Audit Committee, comprising the independent, non-executive directors who are named and recommended for appointment in the notice of the Annual General Meeting. All the members of the Audit Committee are suitably skilled and experienced independent non-executive directors. The Audit Committee is chaired by an independent non-executive director. As disclosed in the Audit Committee report, the Integrated Report process is overseen by the committee. The assurance activities of management, internal and external audit are coordinated with each other. A combined assurance model is applied but not formally documented. As disclosed in the Audit Committee report. As disclosed in the Audit Committee report. As disclosed in the Corporate Governance report. 3 King III assessment register 2015
3.9 The Audit Committee is responsible for recommending the appointment of the external auditor and overseeing the external audit process. 3.10 The Audit Committee should report to the Board and shareholders on how it has discharged its duties. CHAPTER 4: THE GOVERNANCE OF RISK The Audit Committee annually reviews the independence of the external auditors and recommends their appointment to shareholders at the Annual General Meeting and is responsible for oversight of the external audit process. As disclosed in the 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. 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. 4.6 The Board should ensure that frameworks and methodologies are implemented to increase the probability of anticipating unpredictable risks. 4.7 The Board should ensure that management considers and implements appropriate risk responses. 4.8 The Board should ensure continual risk monitoring by management. 4.9 The Board should receive assurance regarding the effectiveness of the risk management process. 4.10 The Board should ensure that there are processes in place enabling complete, timely, relevant, accurate and accessible risk disclosure to stakeholders. The Board has assigned the oversight of the governance of risk to the Audit Committee. In progress The Audit Committee assisted by the RMCC reviews and assesses the Company s top risks on a regular basis. Levels of risk tolerance will be set in the near future. The Audit Committee assisted by the RMCC is responsible for overseeing risk management throughout the Group. Management is responsible for the design, implementation and monitoring of divisional risk management plans. Risk assessments are reviewed by the Audit Committee regularly. The Audit Committee assisted by the RMCC monitors the implementation of the risk framework and methodologies on a regular basis. The Audit Committee reviews management s risk responses and considers the Company s top risks and risk treatment action plans on a regular basis. The Audit Committee reviews and assesses the Company s top risks on a regular basis including the process followed for risk treatment and monitoring. The Board receives assurance from the Audit Committee. Reports are presented to the Audit Committee on the effectiveness of the risk management process. Risks are documented in the Integrated Report. CHAPTER 5: THE GOVERNANCE OF INFORMATION TECHNOLOGY 5.1 The Board is responsible for information technology (IT) governance. 5.2 IT should be aligned with the performance and sustainability objectives of the Company. The Board has the ultimate responsibility for IT governance of the Company and of the Group and the IT Governance Steering Committee assists the Risk Committee and the Board in fulfilling this responsibility. A Group Chief Information Officer (CIO) has been appointed to oversee all IT functions, requirements and investments. King III assessment register 2015 4
5.3 The Board should delegate to management the responsibility for the 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 The Risk Committee and Audit Committee should assist the Board in carrying out its IT responsibilities. The group CIO is responsible for the implementation of an IT governance framework. The IT Steering Committee is responsible for the management of IT assets and the expenditure incurred. IT investments are managed through the Company s capital expenditure process. A capital expenditure budget is prepared and put before the Board annually. Regular audits of the IT control environment are conducted internally and by third parties. Regular backup and disaster recovery testing is also conducted. This forms part of the duties delegated to the Audit Committee and the Board receives regular reports on material IT matters, including the management of IT assets. IT is a standard agenda item on the RMCC agenda. Where necessary, matters are referred to the Board or Audit Committee for consideration. CHAPTER 6: COMPLIANCE WITH LAWS, CODES, RULES AND STANDARDS 6.1 The Board should ensure that the Company complies with relevant laws. 6.2 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 effective compliance framework and processes. CHAPTER 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 control and risk management. The Company is committed to conducting its business in compliance with all applicable laws and regulations. The legal, risk and compliance department is responsible for managing Group compliance in this regard. The Group legal, risk and compliance department provides regular updates to changes in legislation that may affect the Company and report to Board and Audit Committee on compliance matters. A compliance function has been established at Group level. Internal audit and the risk and compliance division regularly report to the Audit Committee on the outcome of their audits. The Group is required to identify laws, rules and standards that apply to the environment in which it operates and to ensure compliance therewith. The Group entities are kept abreast of legislative changes and compliance requirements from a Group level. The Board, through the Audit Committee, approves the internal audit charter and audit plan. The internal audit function is outsourced to PwC. Internal audit follows a risk-based approach in accordance with the internal audit charter. Internal audit prepares formal reports for each Audit Committee meeting. Included in the reports are the activities and key findings of the internal audit function and significant control weaknesses for the processes under review. 5 King III assessment register 2015
7.4 The Audit Committee should be responsible for overseeing internal audit. 7.5 Internal audit should be strategically positioned to achieve its objectives. The Audit Committee is responsible for overseeing the internal audit function. The internal audit function reports to the Audit Committee on all its activities and has unrestricted access to the chairman of the Audit Committee. The internal audit function reports to the Audit Committee on all its activities and has unrestricted access to the chairman of the Audit Committee. CHAPTER 8: GOVERNING STAKEHOLDER RELATIONSHIPS 8.1 The Board should appreciate that stakeholders perceptions affect a company s reputation. 8.2 The Board should delegate to management to proactively deal with stakeholder relationships. 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. 8.5 Transparent and effective communication with stakeholders is essential for building and maintaining their trust and confidence. 8.6 The Board should ensure that disputes are resolved as effectively, efficiently and expeditiously as possible. As disclosed in the Sustainability Report. The Board has delegated to management to proactively deal with stakeholder relationships. Many informal interactions take place with stakeholders. A formal stakeholder policy has however not been developed. The Board takes account of the legitimate interests and expectations of its stakeholders in its decision making in the best interest of the Company. Equitable treatment of shareholders is considered by the Company in its engagement activities. Phumelela s guiding principles behind stakeholder engagement include equality, transparency, effectiveness, accurate and relevant information. Many informal interactions take place with stakeholders. A formal stakeholder policy has however not been developed. The Board is informed of material issues and disputes and provides input to enable resolution as effectively, efficiently and expeditiously as possible. CHAPTER 9: INTEGRATED REPORTING AND DISCLOSURE 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. Partially applied The Audit Committee reviews the Integrated Report of the Company and recommends its adoption to the Board. The financial aspects of the Integrated Report are independently assured. The Company is committed to appointing service providers to provide independent assurance on non-financial aspects of the business based on their specific expertise and experience. The information is disclosed in the Integrated Report. Oversight and reporting of sustainability is delegated to the Audit Committee. The Audit Committee assists the Board by reviewing the Integrated Report. A combined assurance model for independent assurance on material sustainability issues will be implemented when the Group s data collation systems and reporting on sustainability issues reach a more mature stage. King III assessment register 2015 6
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