The board is SepHold’s highest decision-making body and is responsible for corporate governance. It provides ethical leadership and is committed to good governance practices that add value to the business. The board recognises that good corporate governance emanates from effective, responsible leadership, which is characterised by responsibility, accountability, fairness and transparency.
THE BOARD CHARTER
The board has an approved charter to regulate conduct in line with the principles of sound corporate governance. The charter is aligned to King IV’s recommended principles detailing the powers of the board and stipulates that the board has ultimate accountability and responsibility for the group’s performance and affairs.
The charter summarises corporate governance practices, defines the separate roles for the chairman and the chief executive officer and elaborates on the board’s expectations of the committee chairmen and directors. The board is satisfied that it has fulfilled its responsibilities in accordance with the charter.
In addition to the regulatory requirements, the board charter:
- sets out the approval process relating to dealing in SepHold securities;
- sets out the required notification process of share transactions in terms of the JSE Listings Requirements; and
- prohibits director dealings in SepHold shares when in possession of non-public, material (price-sensitive) information.
Board members are required to continually confirm to the board chairman or chief executive officer their trading in SepHold shares and compliance with the regulatory requirements. Declaration of interests is a standing agenda item at all board meetings with directors required to formally update their directorships and other relevant interests at least annually.
GOVERNANCE FRAMEWORK
The board committees enhance governance by discharging their responsibilities according to clear terms of reference and upholding SepHold’s ethics code. The board is responsible for a group-wide culture of ethical conduct and integrity. The codes of conduct and ethics guide all employees to act with uncompromising honesty and integrity in their daily work and in their relationships with stakeholders. There is ongoing training in this respect and the extent of the training as well as employee attendance is reported to the board. These reports form part of the assessment the board considers in ensuring effective compliance in this respect. The group gauges its performance by how frequently management detects unethical behaviour and the frequency of reported unethical behaviour through the outsourced, anonymous whistle-blowing toll-free hotline.
COMPANY SECRETARY
The group company secretary, Acorim, guides directors in discharging their duties and responsibilities regarding legislation, regulatory requirements and governance procedures. The board is aware of the responsibilities and duties of the company secretary, and is committed to supporting Acorim in performing its duties. The company secretarial services by Acorim were assessed by the board and determined to have been satisfactory. The board believes its arrangements for accessing Acorim’s services and providing them with unfettered access are effective.
Acorim maintains an arms-length relationship with the Company and its board. None of the Acorim employees are directors of any group entity, nor do they have any interests or relations that may affect independence. In its assessment, the board considered the independence of Acorim directors, shareholders, employees, collective qualifications and track record.