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Results for the Year End 30 June 2018 have been released.
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Governance
Social & Ethics Policy
Audit & Compliance
Remuneration Report
Announcements



Governance

Statement of compliance

The board ensures that the group complies with all relevant laws, regulations and codes of good business practice. It, through delegation to the CEO and CFO, communicates with its shareholders and relevant internal and external stakeholders openly and promptly. Internal governance structures and roles are regularly reviewed and improved at board and management levels. Accéntuate accepts its position as a responsible corporate citizen and will, wherever possible, contribute towards enhancing its role as such.

Although a gap analysis commenced, full reporting in terms of King IV will only be reflected in the 2018 integrated annual report. The board is satisfied that the group has applied virtually all the principles of the King III Report, including all the principles which are mandatory in terms of the JSE Listings Requirements. A report on the application of these principles and explanations of the exceptions is available on the Accéntuate website.

Although the majority of directors are non-executives, two of the four nonexecutives are not independent. The board does not believe that this has compromised the functioning of the board in any matter. The group endeavours to incorporate into its actions the best possible mutual interests of all stakeholders, including investors, employees, suppliers, customers, and the community in which it operates. The board has reviewed the information contained in the integrated annual report and believes it would not be cost-effective to have independent assurance of the information contained therein apart from the annual financial statements.

Board of directors

The group has a unitary board which comprises four non-executive directors and three executive directors. The roles of the chairman and the CEO are separate. The chairman is an independent non-executive director. The non-executive directors are not directly involved in the day-to-day management of the group’s activities and are not full-time employees. The non-executive directors are individuals of high calibre and credibility, and have the necessary skills and experience to bring judgement to bear, independently of management, on issues of strategy formulation, performance management, resources planning and allocation, transformation and employment equity, standards of conduct, and other important decisions.

Executive management is the responsibility of the CEO and the other executive directors. The executive directors are involved in the day-to-day management and operation of the group’s activities and are full-time employees.

The board meets at least quarterly, with additional meetings convened if necessary. The board is responsible for ensuring there is effective management and control of the group and sets the strategic direction and policies. The board approves all acquisitions and disposals, major capital expenditure, oversight of financial and administrative activities, and 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 adopted an access to professional advice policy.

The board and its committees are supplied with full and timely information which enables them to discharge their responsibilities and they have unrestricted access to all company information, records, documents and property. Non-executive directors have access to all staff and may meet separately with the management of operating entities without the attendance of executive directors.

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, determining investment and performance criteria, and taking responsibility for the proper management and ethical behaviour of the business of the group. There is a clear division of responsibility at board level that ensures a balance of power and authority. The board has appointed three permanent sub-committees to assist in fulfilling its governance role: the audit and risk committee; the remuneration and nominations committee; and the social and ethics committee. A more detailed report from each of these committees is set out later in this section.

During the reporting period, it was agreed to move the nomination responsibilities to the remuneration committee and have a remuneration and nominations committee. The board has, from time to time, appointed an ad hoc investment committee to evaluate possible investments and acquisitions.

The board is satisfied that the chairman of the audit and risk committee, although not an independent non-executive director, is a chartered accountant and has the appropriate qualifications and skills to fulfil this role and that all the members of the committee have the required knowledge and experience. The chairman of the board is also a member of the audit and risk committee. Pieter Kriel was appointed as chairman of the remuneration and nominations committee following Ralph Patmore’s appointment as chairman of the board.

Although the social and ethics committee does not consist of a majority of non-executive directors, the board is satisfied that the members are suitable and appropriate. This committee has no executive directors as members. The board and sub-committees will be reviewed in the current financial year to align with the requirements of King IV.

The board has ultimate responsibility for the internal financial controls and operating systems of the group and for monitoring their effectiveness. These systems are designed to provide reasonable assurance against material misstatement and loss. Various policies and procedures exist to address conflicts of interest. These cover areas such as full disclosure of all the interests of directors of Accéntuate and in strict approval requirements for the trading of Accéntuate shares.

Board charter

The board undertook a gap analysis and updated its charter with the requirements of King IV and the recommended practices it elected to adopt. The salient features include:
- The board will exercise effective leadership by steering the company and setting its strategic direction;
- Oversee and monitor implementation and execution by management;
- Matters reserved for decisions by the board;
- Ensure accountability for company performance by means of, amongothers, reporting and disclosure;
- Ensuring good corporate governance throughout the company by implementing and living the guiding principles of King IV of Corporate Governance in South Africa 2016.

Evaluation of the board

An evaluation of the board, its committees and the individual members is undertaken annually. The company secretary conducted a self-evaluation by way of questionnaires. Issues identified from this process, none of which were significant in the overall effectiveness of the board, and other areas identified for improvement, are addressed on a continuous basis.

Appointment and re-election of directors

Appointments of directors are made based on recommendations from the remuneration and nominations committee which are transparent and formal, and are a matter for the board as a whole. An appointment of directors to the board policy was adopted as well as a gender diversity policy and this will guide the remuneration and nominations committee on new appointments.

In terms of the memorandum of incorporation ("MOI"), one-third of the non-executive directors retire each year, providing that all the non-executive directors retire every three years. All directors are subject to election by shareholders at the first opportunity after their initial appointment by the board. New appointments and rotations are ratified by shareholders annually at the annual general meeting ("AGM"). An internal induction programme is in place for new directors. In terms of the MOI, directors must retire at the age of 75.

Share trading

The group has a formal trading in shares policy, established by the board and implemented by the company secretary, prohibiting dealing in the company’s shares by directors, officers and other selected employees from the end of each reporting period to the date of announcement of the financial results or in any other period when directors and senior management could be in possession of price-sensitive information. The group has a written policy which regulates the share dealings of directors and ensures disclosures are made as required by the JSE Listings Requirements. This policy is monitored by the company secretary. No trading by directors is authorised without prior clearance being received from the chairman of the board. Should the chairman wish to trade in his shares, clearance must be obtained from the board prior to any dealing. This policy is reviewed and updated from time to time to ensure that it is compliant with any changes in legislation and regulations. A price-sensitive information policy has been adopted by the board in line with the JSE Listings Requirements.

Shareholder communication

Communication with investors and shareholders is conducted via SENS announcements of all relevant and required information, the annual and interim reports and the announcement of the AGM. Accéntuate has a comprehensive website which is regularly updated and is constantly accessed by interested parties, including existing and potential shareholders, analysts, researchers, customers and suppliers. The company holds regular meetings with analysts, institutional and other significant shareholders, primarily following the announcement of the full year and interim results. Shareholder communication is driven by the office of the CEO in conjunction with an appointed external investor relations consultancy.

Shareholder communication

Communication with investors and shareholders is conducted via SENS announcements of all relevant and required information, the annual and interim reports and the announcement of the AGM. Accéntuate has a comprehensive website which is regularly updated and is constantly accessed by interested parties, including existing and potential shareholders, analysts, researchers, customers and suppliers. The company holds regular meetings with analysts, institutional and other significant shareholders, primarily following the announcement of the full year and interim results. Shareholder communication is driven by the office of the CEO in conjunction with an appointed external investor relations consultancy.

The company secretary

The board has direct access to the company secretary, Sirkien van Schalkwyk, who holds a BLC, LLB and was appointed to Accéntuate on 18 April 2017 as company secretary, representing Juba Statutory Services (Pty) Limited as sole director and shareholder. She has 17 years’ experience across a broad spectrum of disciplines including compliance, statutory services and contract management and has acted as company secretary for a number of JSE listed and unlisted companies.

The company secretary undergoes an annual evaluation by the board whereby the board satisfies itself as to the competence, qualifications and experience of the company secretary. The board has considered the company secretary’s performance and delivery during the year and is satisfied with the competence, qualifications, independence and experience of the company secretary.

The company secretary is not a member of the board and has an arm’s length relationship with the board. The board considered and is satisfied with the company secretary’s independence and that an arm’s length relationship is maintained between the company and Sirkien van Schalkwyk.

The company secretary arranges training on changing regulations and legislation and may involve the company’s sponsors and auditors.The board recognises the key role that the company secretary plays in the achievement of good corporate governance and empowers the company secretary accordingly.

The company secretary is accountable to the board to:
- ensure that board procedures are followed and reviewed regularly;
- ensure that applicable rules and regulations for the conduct of the affairs of the board are complied with;
- maintain statutory records in accordance with legal requirements;
- guide the board as to how its responsibilities should be properly discharged in the best interests of the company; and
- keep abreast of, and inform, the Board of current and new developments regarding corporate governance thinking and practice.
Sirkien van Schalkwyk carried out the foregoing duties in an exemplary manner.

Designated adviser

The company has appointed Bridge Capital Advisors (Pty) Limited as its designated adviser. Its services include advising the board on the interpretation of and compliance with the JSE Listings Requirements and reviewing all notices required in terms of statutes and JSE rules and regulations. Bridge Capital attends all board meetings and is invited to attend all audit and risk committee meetings.


 
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