King IV Report: Corporate Governance

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Corporate governance is defined in the King IV Report as the “exercise of ethical and effective leadership by the governing body towards the achievement of the following governance outcomes:
• Ethical culture,
• Good performance,
• Effective control and
• Legitimacy.”

The purpose of this Corporate Governance Policy is to facilitate and encourage the ethical management of the company by its Board of directors, management and stakeholders in order to achieve the primary objectives of the company being sustainability, profitability and increased contribution to the socio-economic stability of our economy.

Board “the Board of Directors of the Company”

Director “a member of the Board of the company, as contemplated in section
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Principle 2: Role and responsibility of the Board
The Board is responsible for corporate governance and has two main functions: first, it is responsible for determining the company‘s strategic direction (and, consequently, its ultimate performance); and second, it is responsible for the control of the company. The board requires management to execute strategic decisions effectively and according to laws and the legitimate interests and expectations of stakeholders. (King III)

2.1 To lead by example and demonstrate good governance and accountability starts at the top. The Board of directors must at all times exercise the necessary care, skill and diligence in the performance of their duties.

2.2 The Board of directors have a fiduciary duty to act in good faith of the company when executing their duties. This entails:
a) not exceeding the powers with which have been bestowed upon
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The Board must ensure that fraud risk assessments are undertaken annually to identify and evaluate key risk areas that directly or indirectly affect the company. The risk management plan should advise on how these risks may be mitigated and how they should be documented in the risk registers.

Principle 5: Integrated reporting and disclosure
Integrated reporting means a holistic and integrated representation of the company‘s performance in terms of both its finances and its sustainability. The board should ensure the integrity of the company’s integrated report.

5.1 Transparent and honest reporting must be provided to the stakeholders. The Board must ensure that the interests of the stakeholders are considered and a consultation based approach should be adopted in order to discuss the performance of the company. This will also be achieved by maintaining continuous engagement with stakeholders on pertinent matters of the company.

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