Corporate governance
Remuneration committee
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| Key objective: The committee is empowered by the board to assess and approve the broad remuneration strategy for the group, the operation of the company’s short-term and long-term incentives for executives across the group, and set short-term and long-term remuneration for the executive directors and members of the executive committee. |
The committee met twice during the year. The Chief Executive Officer and the group’s Human Resources Director attend the meetings as permanent invitees, except when issues relating to their own compensation are discussed. The composition of the committee will be reconsidered prior to the next meeting as Yunis Shaik is no longer considered independent.
- monitoring and providing guidance in matters relating to organisational culture, structures and processes that support the development and retention of people, and the optimisation of their potential;
- ensuring that the priorities of employment equity and skills retention form part of the business plans of the group – enforcing, monitoring and auditing development and progress;
- determining the group’s general policy on executive and senior management remuneration and the specific remuneration packages for the executive directors and other senior executives of the group, and to ensure that they are fairly, competitively but responsibly rewarded for their individual contributions and performance; and
- determining any criteria necessary to measure the performance of executive directors and other senior executives and approving targets for any performance-related pay schemes.
Further details of the group’s remuneration policy and the work of the remuneration committee can be found in the remuneration section.
Social and ethics committee
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| Key objective: The purpose of the committee is to regularly monitor the company’s activities, having regard to any relevant legislation, other legal requirements or prevailing codes of best practice and, in particular, to monitor the group’s compliance with the applicable requirements of Regulation 43 of the South African Companies Act in relation to matters pertaining to social and economic development, good corporate citizenship, environment, occupational health and public safety, labour and employment and the group’s code of ethics and sustainable business practice. |
The committee met twice during the year. The Chief Executive Officer, the Chief Financial Officer, the group’s Director of Risk, the group’s Human Resources Director and directors from the majority shareholders attend the meetings as permanent invitees, along with other directors and members of management who attend as required.
- the revisions to the BBBEE codes;
- disputes with government or legislation;
- compliance with regulations;
- socio-economic development and enterprise development;
- environmental management and certification;
- customer satisfaction, loyalty and health and safety and consumer protection;
- job creation, employee health and safety, employee development and employment equity; and
- preferential procurement.
The matters considered during the year are included in the deliver to our stakeholders section, the product relevance to customer experience section, the regulatory compliance section and the human resources section. The main area of concern discussed by the committee during the year was on the potential impact of the revisions to the BBBEE codes on the current achievements and potentially on casino licences. Refer to the transformation section for more information. There were no other significant matters of concern raised during the year.
Combined assurance
The board and executive management acknowledge that an integrated approach to the total process of assurance will improve assurance coverage and quality and will be more cost-effective. To this end, the group is finalising a combined assurance model that will address all areas that require assurance. Key participants in this process are the audit and risk committee, external audit, internal audit, various external assurance providers including environmental certification, as well as internal assurance providers – primarily management and the group’s organisational resilience management standard process.
Conflicts of interest
The directors are required to avoid situations where they have direct or indirect interests that conflict or may conflict with the group’s interests. Procedures are in place for disclosure by directors of any potential conflicts and for appropriate authorisation to be sought if conflict arises.
Internal control
The directors are responsible for the group’s systems of internal control. The systems of internal control are designed to manage rather than eliminate risk, and provide reasonable but not absolute assurance as to the integrity and reliability of the financial statements, the compliance with statutory laws and regulations, and to safeguard and maintain accountability of the group’s assets.
The directors have satisfied themselves that adequate systems of internal control are in place to mitigate significant risks identified to an acceptable level. Nothing has come to their attention to indicate that a material breakdown in the functioning of these systems within the group has occurred during the year.
King III application
The King III gap analysis, to review the company’s application of the various principles of King III, was updated during the year. A copy of the full gap analysis is available on the company’s website.
The principles required by King III where application is currently ‘in progress’ are as follows:- A regulatory universe has been defined and a compliance framework is in the process of being documented to evaluate whether all applicable laws are applied and adhered to.
- The adoption of the group governance framework will be minuted at subsidiary board meetings.
- The combined assurance model is being formally documented.