King III is used to make sure that the company complies with the highest standards of corporate governance. A review is performed by the audit and risk committee annually to ensure that the group has applied the principles and recommended practices in King III. This analysis identifies areas for improvement or ways in which our governance practices could be enhanced.
The group complied with all the principles of King III during the 2015 financial year and continues to strive to improve on the application of the recommended practices in our governance systems, processes and procedures.
The board comprises nine directors, of whom two are executive directors (the managing director and the finance director), and seven independent non-executive directors (one being the chairman). The average age of directors is 59.2 years and the average length of service is 8.5 years. No employees aside from the executive directors are deemed to be prescribed officers.
The board meets at least once a quarter and is responsible for strategic direction and policy decisions and control of the company, through, among other activities, the approval of budgets and the monitoring of group performance. The meeting dates are communicated to the board on a meeting plan and are normally agreed by the end of the previous year or the beginning of the current year.
A board self-evaluation process was conducted during the year on the board as a whole. This process was coordinated by the company secretary and the results were discussed at the board meeting in November 2015. The board’s attention was drawn to a limited number of issues which needed attention. This process will be coordinated and repeated annually to assess progress. An independent board evaluation will be done in 2016.
Subsidiary and divisional boards
In line with the decentralised nature of the group’s operations, many subsidiary and divisional boards manage the day-to-day affairs within their areas of responsibility, subject to board-approved authority limits. The company board ratifies appointments to the boards of major subsidiaries.
Board Audit and Risk Committee
The committee comprises three independent non-executive directors, namely Mr JG Best (audit and risk committee chairman), Mr L Soanes and Mr DR Wilson. For the experience and qualifications of the audit committee members, refer to the directors and officers of the company section on page 38 for brief write-ups on the audit committee members.
The executive directors, the external auditors and the internal auditors attend the meetings by invitation.
The committee functions according to terms of reference and performs an annual self-evaluation of its effectiveness.
The committee has an independent role with accountability to both the board and shareholders. The role of the committee is to assist the board in carrying out its duties relating to accounting policies, internal controls, financial reporting practices and identification of exposure to significant risk.