SepHold constantly strives to integrate the key concepts of King III into its business and to adjust structures and processes to comply with the provisions of the Companies Act to ensure continued good governance.
The board of SepHold supports the long-term sustainability of corporate capital, balanced economic, social and environmental performance and due consideration of legitimate stakeholder involvement. SepHold has a unilateral board that takes overall responsibility for the success of SepHold. The SepHold board exercises leadership and sound judgement to achieve sustainable growth and to act in the best interest of SepHold and its stakeholders.
The Summary Governance result is obtained through the utilisation of the Governance Assessment Instrument (GAI) which is trademarked to the Institute of Directors Southern Africa (IoDSA) which compiled its content and rating capability. Click here to view the GAI review.
The assessment criteria of the IoDSA web-based tool, the Governance Assessment Instrument, have been based on the practice recommendations of the King III report. These criteria are intended to assess quantitative aspects of corporate governance only, and not qualitative governance. For a detailed assessment of the qualitative criteria, click here.
The SepHold board comprises nine directors, four of whom are executive directors and five non-executive directors. Four of the non-executive directors are independent. The SepHold board is satisfied that it has the requisite balance of skills, knowledge, experience and diversity to make it effective.
In line with the recommendations of King III, the SepHold board delegates certain functions to various board committees on which independent non-executive, executive and non-executive directors play an active and pivotal role.
The executive committees are responsible for operational activities, developing strategy and policy proposals for consideration by the various boards and implementing the directives of the various boards. In assisting the SepHold CEO in the performance of his duties, the role of the executive committees includes:
- developing and implementing strategy, operational plans, policies, procedures and budgets;
- monitoring operational and financial performance;
- assessing and controlling risk;
- prioritising and allocating resources; and
- monitoring competitive forces in each area of operation.
AUDIT AND RISK COMMITTEE
The role of the audit and risk committee is to:
- nominate a registered and independent auditor, determining fees to be paid and terms of engagement;
- determine any non-audit services that the auditor may provide and pre-approve these;
- prepare a report for the annual financial statements for that financial year, describing how the audit and risk committee carried out its functions, stating whether the audit and risk committee is satisfied that the auditor was independent of SepHold, and commenting in any way the committee considers appropriate on the financial statements, the accounting practices and the internal financial control of SepHold;
- deal appropriately with any concerns or complaints relating to the accounting practices and audit of SepHold, the content or auditing of SepHold’s financial statements, and the internal financial controls of SepHold;
- make submissions to the SepHold board on any matters concerning accounting policies, financial control, records and reporting; and
- perform other functions determined by the SepHold board, including the development and implementation of a policy plan for a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes within SepHold.
REMUNERATION AND NOMINATION COMMITTEE
The remuneration and nomination committee is responsible for reviewing the composition of the SepHold board by identifying and making recommendations regarding the appointment of new directors.
SOCIAL AND ETHICS COMMITTEE (incorporating environment, health and safety)
SepHold is committed to the highest ethical standards. The code of ethics has been aligned with corporate governance trends and practices. It has been adopted as part of SepHold’s continuing effort to:
- comply with all applicable laws and regulations;
- observe the highest standards of honesty and integrity;
- demonstrate due regard for the interests of stakeholders;
- conduct our business sustainably;
- ensure safety and health;
- ensure the protection of the environment; and
- ensure the education and training of employees, officers and directors.