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Results for the six months ended 31 December 2016 have officially been released.
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Governance
Audit & Compliance
Remuneration Philosophy
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Governance

Statement of compliance

Accéntuate will continue to accept its position as a responsible corporate citizen and will, wherever possible, contribute towards enhancing itself as such. The board is satisfied that the Group, in all material respects, has applied the provisions and the spirit of the King III code and that the Group is in compliance with all the require JSE codes. The Group endeavors to incorporate into its actions the best possible mutual interests of all stakeholders, including investors, employees, supplier, customers and the community in which we operate.

The board ensures that the Group complies with all relevant laws, regulations and codes of business practice and it communicates with its shareholders and relevant internal and external shareholders openly and promptly. Internal governance structures and roles are being reviewed and improved at a board and management levels on a continuing basis.

Board of directors

The Group has a unitary board, which comprises three non-executive directors, of which one acts as the chairman, and three executive directors. The board recognises that it is not in compliance with King III and is seeking to appoint an additional independent non-executive director. The roles of the chairman and the CEO have been separated. The chairman, Dr Motlatla, a non-executive director, leads the board.

The executive management is the responsibility of the CEO, Fred Platt, and his team of executive directors. The executive directors are directly involved in the day-to-day management and operation of the Group’s activities and are full-time salaried employees of the Group. The non-executive directors are not directly involved in the day-to-day management of the Group and are not full-time salaried employees of the Group. Non-executive directors are individuals of high calibre and credibility, and have the necessary skills and experience to bring judgement to bear, independently of the management, on issues of strategy formulation, performance management, resources planning and allocation, transformation and employment equity, and standards of conduct. The board meets at least quarterly, with additional meetings convened when necessary. The board is responsible for the effective management and control of the Group and sets the strategic direction and policies of the Group. The board participates in all discussions regarding transactions and disposals, approval of major capital expenditure, oversight of financial and administrative activities, and any other matters that may materially impact the business of the Group.

Directors are entitled to seek independent and professional advice relating to the affairs of the Group. The board and its committees are supplied with full and timely information which enables them to discharge their responsibilities and have unrestricted access to all Company information, records, documents and property. Non-executive directors have access to management and may meet separately with management, without the attendance of executive directors.

Appointment and re-election of directors

Appointment of directors to the board is agreed to in line with the Company’s policy relating to the appointment of directors, which appointments are transparent and formal and are a matter for the board as a whole. New appointments and rotations are ratified by shareholders annually at the annual general meeting (AGM).

In terms of the articles of association, all the directors shall retire at the first annual general meeting of the 16 Company, and thereafter one-third of the directors shall retire providing that all the directors retire every 3 years. All directors are subject to election by shareholders at the first opportunity of their initial appointment. In terms of the Company’s articles of association, the directors retire at the age of 75 years.

Board responsibility

The board of directors is responsible for the proper management and ultimate control of the Group. In order to meet this responsibility to the members and all other stakeholders, the board is responsible for setting the strategic objectives of the Company, determining investment and performance criteria and taking responsibility for the proper management and ethical behaviour of the business of the Group. There exists a clear division of responsibility at board level that ensures a balance of power and authority.

The board has ultimate responsibility for the internal, financial and operating systems of the Group and for monitoring their effectiveness. These systems are designed to provide reasonable assurance against material misstatement and loss. Nothing has come to the attention of the board to indicate that there has been a material breakdown in the internal systems of control during the year.

Various policies and procedures exist to address conflicts of interests. These cover areas such as interests of directors of Accéntuate in companies with which Accéntuate has contractual relationships.

Board charter

The board has adopted a board charter, which salient features include:

Demarcation of the roles, functions, responsibilities and powers of the board
Terms of reference of the various board committees
Matters reserved for decisions by the board, and
Policies and practices of the board on matters such as corporate governance, board meetings and documentation, disclosure of conflicts of interest and trading by directors in the securities of the Company.


Please download our Governance Assessment and Compliance document



 
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