GOVERNANCE

The board is the custodian of values and ethics for the group and is assisted in this regard by the social and ethics committee (“SEC”). The SEC’s responsibility is to monitor cases reported on the tip-off line, review any statements on ethical standards, review significant cases of employee conflict of interest, misconduct or fraud and any other area where unethical activity by employees of company is alleged.

The group has a code of ethics in place to which all members of the board, management and employees are required to adhere to. The code promotes and enforces ethical business practices.

The SEC which was appointed by the board, oversees Rolfes’ commitment to responsible corporate citizenship. The terms of reference of the committee as it relates to corporate citizenship requires that the committee should monitor:

• promotion of equality, prevention of unfair discrimination, reduction of corruption
• contribution to development of the communities via our CSI projects.

Corporate social investment is a vital part of Rolfes’ identity and we seek to positively influence the lives of stakeholders.

The Rolfes board has ensured the implementation of risk and sustainability frameworks. Strategy sessions are held annually which are approved by the board.

Rolfes strives to communicate content that is useful and relevant in an open and balanced manner. The integrated annual report therefore comprises an honest, measured account of the group’s approach to sustainability that takes account of all resources employed in its business activities and all resources and groups on which Rolfes has an impact. This should enable stakeholders to accurately evaluate the group’s ability to create and sustain value over the short, medium and long term.

The board charter specifies the role of the board, the chairman, the CEO and the individual members of the board. The board is further supported by four subcommittees that have delegated responsibility to assist the board in specific matters. The subcommittees report to the board at every board meeting.

Appointments to the board of directors follow a formal and transparent process. The nomination committee assists the board in this regard. The board ensures that it has the right balance of skills, experience, background, independence and business knowledge to discharge its responsibilities. Newly appointed directors are introduced to the group via a formal induction programme.

At board level there is a clear division of responsibilities to ensure an appropriate balance of power and authority, such that no one individual has unfettered powers of decision making. The roles of MS Teke as a non-executive chairman and RM Buttle as the chief executive officer are separate, as described in the board charter.

In order to improve the board’s effectiveness, evaluations of the board, individual directors, board committees and the chairman are carried out annually. Appropriate measures are taken to address any weaknesses highlighted through the evaluation process.

The appraisal process of the board and committees is conducted annually. The results of such evaluation are considered, and action plans are implemented where required. In addition, the directors perform an annual self-evaluation that is reviewed and commented on by the chairman.

The directors acknowledge that they are ultimately responsible for the system of internal financial control established by the group and place considerable importance on maintaining a strong control environment. To enable the directors to meet these responsibilities, the board of directors sets standards for internal control aimed at reducing the risk of error or loss in a cost-effective manner. The standards include the proper delegation of responsibilities within a clearly defined framework, effective accounting procedures and adequate segregation of duties to ensure an acceptable level of risk.

The governance of risk within the group is the board’s responsibility. The audit and risk committee review the group’s risk assessment and satisfied itself of the adequacy of responses, mitigations and plans for enhancement.

The board’s responsibility for risk governance is expressed in the board charter. A policy and plan for a system and process of risk management has been developed and the levels of risk tolerance are being defined.

The board has established the audit and risk committee to assist in carrying out its risk responsibilities. This is included in the audit and risk committee’s terms of reference approved by the board.

The board of directors retains ultimate responsibility for the entirety of processes for risk management. The CFO is accountable to the board for the management of risks facing Rolfes and is supported by management for the mitigation of these risks.

Risk assessments are embedded in the daily business activities of the company. An update is provided on a quarterly basis to the audit and risk committee.

All risks are identified and steps to mitigate these are outlined, including reasonably unpredictable risks.

The audit and risk committee ensures that the executive directors have appropriate responses to perceived risks in place.

Risk management is an integral part of business management. One aspect of the risk management methodology and process includes continuous monitoring. Risk management is embedded in the day-to-day functions.

Regular reports are provided to the audit and risk committee and the chief financial officer performs reviews of the effectiveness of the system of internal controls and risk management. The board receives these reports on a quarterly basis.

The group’s integrated annual report provides a comprehensive outline to stakeholders of the risk management process.

Appointments to the board of directors follow a formal and transparent process. The nomination committee assists the board in this regard. The board ensures that it has the right balance of skills, experience, background, independence and business knowledge to discharge its responsibilities. Newly appointed directors are introduced to the group via a formal induction programme.

At board level there is a clear division of responsibilities to ensure an appropriate balance of power and authority, such that no one individual has unfettered powers of decision making. The roles of MS Teke as a non-executive chairman and RM Buttle as the chief executive officer are separate, as described in the board charter.

In order to improve the board’s effectiveness, evaluations of the board, individual directors, board committees and the chairman are carried out annually. Appropriate measures are taken to address any weaknesses highlighted through the evaluation process.

The appraisal process of the board and committees is conducted annually. The results of such evaluation are considered, and action plans are implemented where required. In addition, the directors perform an annual self-evaluation that is reviewed and commented on by the chairman.

The directors acknowledge that they are ultimately responsible for the system of internal financial control established by the group and place considerable importance on maintaining a strong control environment. To enable the directors to meet these responsibilities, the board of directors sets standards for internal control aimed at reducing the risk of error or loss in a cost-effective manner. The standards include the proper delegation of responsibilities within a clearly defined framework, effective accounting procedures and adequate segregation of duties to ensure an acceptable level of risk.

Rolfes’ stakeholders are defined as any group or individual that can affect the company’s operations, or be affected by the company’s operations. These stakeholders include but are not limited to customers, employees, shareholders, investors, analysts, government and regulatory bodies. The values bind the brands together and ensure consistency in interactions with all stakeholders. Stakeholders are treated fairly and Rolfes strives to enhance and develop services and communication channels to meet their expectations. The group keeps up to date of all developments in markets and legislation, improves and updates the knowledge and understanding of its industries on an ongoing basis, and applies its unique entrepreneurial skills and industry knowledge to grow and be successful.

Not applicable.