Statement of compliance

The group is governed by a diverse board of directors, the majority of whom are independent. The board recognises its individual and collective responsibility for establishing an ethical organisational culture and is committed to upholding high standards of governance and ethical practice.

Board members possess extensive industry knowledge and expertise and adhere to principles of ethical leadership, stakeholder inclusivity, and high standards of corporate governance.

All appointments to the board, committees, and executive management are made with the primary objective of leveraging the skills, knowledge, and expertise of directors to effectively meet the needs of the group.

The group operates in accordance with an approved Code of Conduct, which applies to all employees, including the board of directors. This Code includes provisions related to accountability, ethical practices, and transparency, guiding interactions among employees, shareholders, investee companies and other stakeholders.

The SEC is entrusted with monitoring the overall responsible corporate citizenship performance of the group. Both board members and the executive team bear a legal obligation to avoid conflicts of interest and provide full and timely disclosure of potential conflicts.

The group complies with relevant applicable laws and regulations.

The board, in collaboration with the SEC, plays a pivotal role in providing strategic direction for the group to operate as a responsible corporate citizen and respond appropriately to the economic, social and environmental outcomes of its activities.

Annually the board and executive team evaluate and endorse the short, medium and long term strategy and purpose of the group. This ensures that the business remains aligned with its mandate and responsibilities.

Social spend is directed at the communities in which the group operates.

The board takes on the responsibility of aligning the group's strategic objectives, vision and mission with performance and sustainability considerations. The group adopts a stakeholder-inclusive approach in its decision-making, considering legitimate and reasonable stakeholder needs, interests and expectations to foster sustainable value creation.

The board assumes responsibility for guiding a stakeholder-inclusive approach that harmonises the needs of material stakeholders with the imperative of maintaining a sustainable business. Oversight of stakeholder relationships has been delegated to the SEC.

The board serves as the supreme governing body within the group and is dedicated to upholding high standards of accountability, fairness and ethics. These principles are crucial for establishing and preserving trust while facilitating sustainable value creation.

The board undergoes a biennial evaluation of its composition, ensuring a balance of skills, diversity, independence and knowledge to effectively fulfil its roles and responsibilities. Transparent and formal procedures govern the nomination, election and appointment of board members. The majority of board members are independent non-executive directors.

There is a clear balance of power and authority at board level, to ensure that no one director has unfettered powers of decision-making. The board has delegated its authority to various committees, as recommended by King IV™. It maintains a balanced composition of committees and authority, preventing any undue influence or dependency.

The group's business and affairs are managed under the direction of the board, which derives its authority from the board charter. In discharging its duties, the board has delegated certain functions to the following committees: the ARC, SEC and RNC.

There is a clear balance of power within the board and its committees to ensure no individual has undue decision-making powers. Each committee has Terms of Reference, which set out the roles and responsibilities and are approved by the board.

The group adheres to a well-defined delegation of authority policy and framework, outlining the execution of roles and exercise of authority within both the board structures and the executive team. The board is satisfied that the group is appropriately resourced, and that delegation of certain roles and responsibilities to the executive team supports effective governance.

The board is responsible for overseeing risk governance and has designated the ARC to supervise the group's risk management function. The committee, in turn, entrusts management with the ongoing task of identifying, evaluating, mitigating and overseeing risks within the group's dynamic operating environment. To address these risks, effective control measures are developed, and the board receives regular updates on the progress of the risk management plan.

The board acknowledges the significance of technology and information in relation to the strategy, performance and sustainability of the group. The governance of IT is overseen by the board through the ARC. In addition, IT risk is incorporated into the group's overall risk management processes.

The group complies with relevant applicable legislation and regulations, adopting non-binding standards and frameworks aligned with best practices. The group's regulatory universe has been defined to enable the board to focus on laws and regulations relevant to the organisation.

The Company Secretary is responsible for guiding the board collectively and individual directors on their responsibilities and powers, ensuring awareness of legislation and regulations pertinent to the business and providing board orientation and training as needed.

Consistent with their Terms of Reference, the ARC and SEC assist the board in evaluating the effectiveness of the system for monitoring compliance with laws and regulations. They also follow up on any instances of non-compliance.

The RNC supports the board in approving and overseeing the implementation of the remuneration policy. This policy is designed to articulate and implement the board's position on fair, responsible and transparent remuneration. The group's remuneration policy aims to attract and retain top-tier executives, providing motivation for them to develop and execute the group's strategy to enhance long-term shareholder value.

The group adopts a Combined Assurance Framework which aims to enhance assurance coverage from management, internal assurance providers and external assurance providers regarding the risk areas impacting the business. The ARC oversees and manages the group's combined assurance approach. The board is satisfied that the adopted combined assurance model promotes an efficient control environment and upholds the integrity of information utilised by the group for internal decision-making and external reporting.

The group has identified its key stakeholder groups, encompassing entities and individuals potentially impacted by its activities. These include groups and individuals who may be affected by the group's activities, and whose actions can be reasonably expected to affect the group's ability to successfully implement its strategic objectives.

The governance of stakeholder relationships has been delegated to the SEC. A comprehensive stakeholder engagement strategy is in place.