Corporate governance

The principles required by King III where application is ‘applied differently’ are as follows:

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 majority shareholders exercised their prerogative to appoint John Copelyn as the Chairman, representing their interests. As a compensating control, a lead independent director was appointed, namely Rex Tomlinson.
The board should comprise a balance of power, with a majority of non-executive directors. The majority of non-executive directors should be independent.		The majority shareholders exercised their prerogative to appoint the directors representing their interests. The majority of the directors are non-executive with three of the non-executive directors being independent.
Directors should be appointed through a formal process.		Directors are appointed by the major shareholders. Formal letters of appointment including the required roles and responsibilities are, however, not issued.
The induction of and ongoing training and development of directors should be conducted through formal processes.		The board has a stable and long-term membership with low director turnover. Training is facilitated as required. The majority of the directors have experience in serving on other JSE listed boards.

 

Group executive committee

The board delegates responsibility for determining and implementing the group’s strategy and managing the group to the Chief Executive Officer who is supported by the GEC. The committee coordinates operational execution of the strategy, ensures effective internal controls are functioning and that there is an effective risk management process in operation throughout the group. The members of the GEC at 31 March 2014 were:

IT governance

The board of directors is accountable for IT governance. An IT governance charter has been adopted and approved by the board and takes into account the requirements of King III, globally accepted standards and good practice, together with the performance and sustainability objectives of the group. This charter outlines the decision-making rights and accountability framework for IT. The Chief Information Officer reports directly to the Chief Executive Officer and has responsibility for the ownership and execution of IT governance.

All IT strategies in support of business objectives are debated in divisional management and IT steering committees prior to being presented to the GEC. Once agreed and prioritised these are motivated to the board for approval. All approved investments are tracked through the divisional management and IT steering committees to ensure delivery of business benefit.