The SepHold board is satisfied that it has the requisite balance of skills, knowledge, experience and diversity to make it effective. It continuously reviews its diversity and succession requirements.
SepHold is committed to high ethical standards. The company 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.
To read the code of ethics, click here.
The board is responsible for the group’s compliance with applicable laws, rules, codes and standards as reported throughout the integrated annual review. Compliance is integral to the group’s culture, and key to its strategy. SepHold, as the listed entity, complies with various codes and regulations, including the Companies Act, the JSE Listings Requirements and King IV. The group applied the King IV code to the furthest possible extent during the 2018 financial year. To better apply the principles the board through a gap analysis identified areas to focus on in the 2019 financial year.
To read the King IV Application register, click here.
In discharging its duties, the board delegates authority to committees and individuals through clearly defined terms of reference, which it reviews regularly. The board maintains effective control through a well-developed governance process that provides for the delegation of authority. The chairmen of these committees, in conjunction with the board, are elected by the members of each committee.
The group 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. 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.
AUDIT AND RISK COMMITTEE
The committee has specific statutory duties to shareholders, and the chairperson’s tenure should not be longer than five consecutive years unless the remuneration and nomination committee determines otherwise. The committee is constituted as a statutory committee of SepHold in respect of its duties as an audit committee and as a committee of the board. Per the terms of reference, statutory provisions and King IV, the committee is comprised of three independent non-executive directors.
To read the feedback on 2020 focus areas and focus areas going forward in the FY 2020 Integrated Report for the 12 months ended 31 March 2020 click here.
SOCIAL AND ETHICS COMMITTEE
The committee comprises members of SepHold and DCP boards and standing invitees from Métier and SepCem. The purpose of the committee is to assist the board in complying with legislative requirements on corporate citizenry, including environmental management, health and safety, stakeholder engagement, labour practices and ethics.
To read the feedback on 2020 focus in the FY 2020 Integrated Report for the 12 months ended 31 March 2020 click here.
The remuneration and nomination committee is constituted of M Ngoasheng (chairperson), B Williams, and MJ Janse van Rensburg. The committee fulfils its obligations as contained in the Companies Act, the board charter and memorandum of incorporation, and committee terms of reference.
To read the feedback on 2020 focus and renumeration report in the FY 2020 Integrated Report for the 12 months ended 31 March 2020 click here.