We were one of the first companies in the world to have adopted the King Code IVTM. While, it is now strongly embedded in our Group, we have gone further and ensured that it is properly decentralised to our “Start-Ups” as well. We still believe that the King Code IVTM remains the most recognised and comprehensive code in the world.
|LEADERSHIP||Principle 1: The Board should lead ethically and effectively.||The Board through its various committees is confident on a prospective basis that the combined inputs of its committees produce conformity with this principle. We believe that our Board exceeds the requisite levels of integrity, competence, responsibility, accountability, fairness and transparency for both the King Code IVTM and local codes.|
|ORGANISATIONAL ETHICS||Principle 2: The Board should govern the ethics of the organisation in a way that supports the establishment of an ethical culture.||The Board has delegated this responsibility to the CEO who reports progress or challenges to the Board. The culture of integrity and zero unethical behaviour has been in place since the start of the organisation and is strongly embedded in our DNA. The CEO ensures conformity with this principle through the Code of Ethics and the Group Disciplinary Code that set out sanctions to be followed on non-compliance.|
|RESPONSIBLE CORPORATE CITIZENSHIP||Principle 3: The Board should ensure that the organisation is and is seen to be a responsible corporate citizen.||Through our Corporate Social Responsibility, we have contributed to the welfare and development of disadvantaged children. Furthermore, there are a number of projects relating to responsible corporate citizenship on which we are working on together with external parties.|
|STRATEGY AND PERFORMANCE||Principle 4: The Board should appreciate that the organisation’s core purpose, its risks and opportunities, strategy and business model, performance and sustainable development are all inseparable elements of the value creation process.||In analysing the strategic direction and objectives of the business, the Board:
1. Ensures that the strategy is aligned with Anglo African’s purpose and value drivers, and takes into account the interests and expectations of stakeholders;
2. Satisfies itself that the strategy and business plan are not encumbered by risks that have not been properly examined; and
3. Strives to ensure that the strategy will result in a sustainable outcome with proper focus on our different capitals. The Board leads and manages the business on a going concern and sustainable basis; long-range plans are developed and reviewed annually.
|REPORTING||Principle 5: The Board should ensure that reports issued by the organisation enable stakeholders to make informed assessments of the company's performance, and short- to long-term prospects.||The Board reviews and approves the annual integrated report issued by the Group, which discloses its performance, both financial and non-financial, as well as its short- and long-term strategies and value creation across capitals.|
|PRIMARY ROLE AND RESPONSIBILITIES OF THE BOARD||Principle 6: The Board should serve as the focal point and custodian of corporate governance in the organisation.||
The Board has embraced governance practices and principles and has ultimate accountability and responsibility for the performance and the affairs of the Company. A Board charter has been adopted, detailing the responsibilities of the board. These include:
The Board holds a minimum of four meetings annually. Special Board meetings are convened when necessary.
|COMPOSITION OF THE BOARD||Principle 7: The Board should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively.||The Board conforms to this principle. Through the Corporate Governance, Nomination and Remuneration Committee, the Board ensures that the structures of the Board are well resourced with a balance of skills and expertise.
The categorisation, experience, and other professional positions are disclosed per Board member in the Integrated report. The roles and responsibilities of the Chairman and that of the CEO are separate and set out in the Board Charter.
The Board includes 6 independent directors, 1 non-executive director and 1 executive director. The Chairperson is an independent director.
|COMMITTEES OF THE BOARD||Principle 8: The Board should ensure that its arrangements for delegation within its own structures promote independent judgement, and assist with balance of power and the effective discharge of its duties.||
The Board has established the following 3 board committees:
1. Audit and Risk Management Committee (ARMC), which assesses amongst others on an annual basis the appropriateness of conducting internal audit by external consultants.
2. Corporate Governance, Nomination and Remuneration Committee (CGNRC), which assesses the following on annual basis: Size; Mix of skills and composition of the Board; Independence status of the independent directors; Appropriateness of the governance structures of the Board; and Appointment of the Chairperson, CEO, CFO and Company Secretary.
3. Board Research and Innovation Committee (BRIC), which safeguards the intellectual, digital and technological capital, ensures adequate and prudent governance of research and innovation for achieving strategic objectives and reviews research and innovation having material impacts.
The ARMC, CGNRC & BRIC are all chaired each by an independent director.
|EVALUATION OF THE PERFORMANCE OF THE BOARD||Principle 9: The Board ensures that the evaluation of its performance and that of its Committees, its Chair and its individual members, support continued improvement in its performance and effectiveness.||The Board conforms to this principle. Every alternate year, the Board regularly monitors and appraises its own performance, those of its subcommittees and individual directors. The Board further evaluates the independence of its independent non-executive directors, whose evaluation is rigorously monitored after they have served on the Board for an aggregate term exceeding nine years.|
|APPOINTMENT AND DELEGATION TO MANAGEMENT||Principle 10: The Board ensures the appointment of, and delegation to, management contributes to role clarity and effective exercise of authority & responsibilities||The Board conforms to this principle. Board authority is conferred on management through the CEO. The approval of the Board is required to the levels of the subdelegation immediately below the CEO.|
|RISK GOVERNANCE||Principle 11: The Board should govern risk in a way that supports the company in setting & achieving its strategic objectives.||The Board conforms to this principle. The Board has delegated this authority to the Audit and Risk Management Committee (ARMC), which has oversight of the integrity and effectiveness of the risk management processes. A comprehensive strategic and operational risk management process is in place throughout the Group, under the direct responsibility of the CEO.|
|TECHNOLOGY AND INFORMATION GOVERNANCE||Principle 12: The Board should govern technology and information in a way that supports the organisation in setting and achieving its strategic objectives.||Being a technology investment company, our treatment of this principle is different as we are exposed to minimal risk at Group / Holding company level. However, we have initiated implementation of leading quality frameworks which will cover governance of Information and Technology and will be consolidated under the direct purview of the CEO.|
|COMPLIANCE GOVERNANCE||Principle 13: The Board should govern compliance with applicable laws and adopted, non-binding rules, codes and standards in a way that supports the company being ethical citizen.||The Board conforms to this principle, more so as it expands in new regulated markets such as Financial Services and new jurisdictions in Africa and Asia. Promoting adherence with regulations and laws applicable to the business across its various jurisdictions is a key focus area and forms part of our key business principles. In view of the size of our business and to remain cost-effective, we have retained specialised legal advisors, with domain expertise.|
|REMUNERATION GOVERNANCE||Principle 14: The Board should ensure that the organisation remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term.||The Board conforms to this principle. The Board has delegated this authority to the Remuneration Committee (CGNRC) which assists the Board in overseeing all aspects of remuneration practices for the Group to ensure employees are remunerated fairly, responsibly and transparently. Fair and competitive reward processes are embedded in the organisation. These processes encourage and result in the achievement of the Group’s strategic objectives and positive outcomes in the short, medium and long term.|
|ASSURANCE||Principle 15: The Board should ensure that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal and external reporting.||The Board conforms to this principle. The combined assurance guideline for the Group provides an analysis of all the assurance activities within the Group. The Board, executive management and senior management identify additional areas that may require assurance. This task is outsourced to an external consultant and is undertaken every alternate year unless otherwise decided.|
|STAKEHOLDERS||Principle 16: In the execution of its governance roles and responsibilities, the Board should adopt a stakeholder inclusive approach that balances the needs, interests and expectations of material stakeholders in the best interests of the company.||
The Board conforms to this principle. A stakeholder relationship and engagement policy statement has been aligned with the King Code IVTM and local codes. The policy was revised to be inclusive of business-wide stakeholders that are material and not just those relevant to sustainable development.