Policies

Without abdicating its own responsibilities, our board has delegated certain functions to its committees. These committees operate under written terms of reference approved by the board. Board committees are free to take independent professional advice as and when necessary, and a formal policy is in place for this. The group company secretary provides secretarial services for the committees.

There is transparency and full disclosure from board committees to the board. The minutes of committee meetings are submitted to the board for noting and discussion. In addition, our directors have full access to all board committee documentation and committee chairpersons provide the board with verbal reports on their recent activities.

The Committees, their members and principal functions are set out as follows:

Executive (meets weekly)
Members are MS Levy (chair), BM Levy, DA Suntup, M Nyawane, DB Rivkind, EC de Villiers, DR Hilewitz, L Pogir, J van Eden and A Greenblatt

There is a formal Exco and the details are in the annual report Executive Committee

Principal activities are to implement strategies and policies; manage and monitor business affairs; oversee senior management appointments and performance management; prioritise the allocation of capital, technical matters and human resources; and review and approve acquisitions, disposals and investments of up to R40 million per transaction.

Audit, Risk and Compliance (meets quarterly)
Members are JS Mthimunye (chair), LE Mthimunye, NP Mnxasana, SJ Vilakazi, BM Levy, MS Levy and DA Suntup.

Principal activities are examining and reviewing functions related to budget, financial statements, audit/assurance, financial controls, compliance, and risk (both risk management and timely risk disclosure). The committee also overseas integrated reporting. At each meeting, external and internal auditors have an opportunity to address the meeting. They can also, if required, hold separate private discussions with the Audit, Risk and Compliance Committee.

Remuneration and Nomination (meets bi-annually)
Members are LM Nestadt (chair of nomination committee), SJ Vilakazi, L Zim and JS Mthimunye.

Principal activities are matters regarding remuneration of board members and executive management, the group's forfeitable share plan, and all matters regarding the composition of the board, including finding and nominating candidates to fill vacancies.

Social, Ethics and Transformation (meets bi-annually) There are 3 meetings a year
Members are SJ Vilakazi (chair) and BM Levy (with alternate DA Suntup). The human resources and transformation manager is a mandatory attendee of these meetings.

Principal activities relate to monitoring progress and compliance with legislation about equality, black economic empowerment, good corporate citizenship, the environment, health, public safety, and consumer/labour relations; and also reviewing ethical business conduct, including any activity on the ethics hotline.

Investment (meets ad hoc, minimum bi-annually) Meets when necessary or required
Members are DR Hilewitz (consultant), BM Levy, MS Levy, JS Mthimunye and DA Suntup.

Principal activities relate to the review acquisitions, investments and disposals within defined delegations of authority, and to annually review the performance of all investments and acquisitions made.

View the board composition, structure and report back for more information on Board Committees.

Ethics policy

Our value system is supported and upheld by the following behaviour:

We have integrity: In dealings with our employees, customers, business partners, suppliers, competitors, and other stakeholders, we are honest and we are trustworthy. Our business practices are ethical and we respect all laws and regulations governing our business.

We innovate: We develop creative new ways to provide value to our customers. We understand our market's needs, and we are the first to find answers to them. We create new markets with unique technologies and solutions.

We respect humanity: We value people's differences. We respect diverse opinions. We treat all stakeholders with dignity. We do not discriminate on the basis of race, religion, gender or sexual orientation.

We are accountable: We admit mistakes, we learn from them, and we ask for help. We take ownership of and responsibility for our actions and our performance. We take the initiative to make a difference and to help. We focus on results. We recognise and celebrate our success.

We are competitive: We are determined in our pursuit of market leadership and success. We ensure that we have the best people, the best technology, and the deepest market knowledge. This ensures our quality is the highest and our service standards are unmatched. We act with a sense of urgency, and we go all out for excellence in everything we do.

Ethics statement

Our ethical standards are contained in our ethics statement, which guides our board of directors, executive management, and all of our employees in dealings with both internal and external stakeholders. Good ethics start with responsible and effective leadership, and are based on responsibility, accountability, fairness and transparency. Good ethics mean good corporate governance; they define the role of our board, the individual responsibilities of our directors, and the effectiveness of our internal audit, our risk management strategies, and our stakeholder engagement.

We expect all our stakeholders – be they customers, business partners, suppliers, or employees – to uphold these standards. In essence: In summary, these are that:

• We are non political.
• We will not tolerate fraud, corruption or illegal practice.
• We will not pay or accept bribes or any other illicit payments, including facilitations
• We do not participate in any illegal anti-competitive activity.

By setting out the detailed standards that we require in terms of ethical and legal behavior, we have the ability to prevent and detect wrongdoing and ensure appropriate redress.

We have a 24-hour tip-off that is outsourced to the Deloitte. This is certified by EthicsSA as fulfilling the External Whistleblowing Hotline Service Provider Standard EO1.1.1. This standard is a best practice set of guidelines or norms for the professional and ethical conduct of external whistleblowing hotline service providers operating their own centres or facilities.

During their induction, all new staff are trained on our code of conduct and our ethical practices and on using the Ethics Hotline. All incidents to date that have been reported to this hotline have been related to concerns around human resources.

Report any incidents of fraud, corruption or unethical behaviour to the Deliotte Tip-Off Line:

0800 555 221
www.tip-offs.com
bluelabel@tip-offs.com