Board Committees

CORE RESPONSIBILITIES

The role and responsibilities of the committee include statutory duties as per the Companies Act, and further responsibilities assigned to it by the board. The committee executed its duties in terms of the requirements of King III. The key responsibilities of the committee are as follows:

• Ensuring the integrity of the financial reporting process, including sound systems of internal control and financial risk management
• Review of Integrated Annual Reports, Annual Financial Statements, Interim Reports and other financial announcements, including the accounting principles and policies adopted therein and compliance with JSE regulations

Monitoring the performance and effectiveness of the independent external auditors and evaluating the

• qualifications, expertise, resources, fees, scope of work and independence of the external auditors prior to recommending their appointment to the board and shareholders
• Approving the internal audit work plan and overseeing the conduct of the internal audit and the implementation of internal control enhancements
• Approving any non-audit services provided by the external auditors
• Consider the appropriateness of the expertise, resources and experience of the financial function and of the Chief Financial Officer
• Approving the appointment of an external assurance provider in respect of the sustainability report
• Performing statutory duties in terms of the Companies Act, as well as to report to the shareholders in respect of the financial year, including those matters in terms of section 94(7)(f) of the Companies Act

Ensuring that the combined assurance model introduced by the King III Code is applied to provide a coordinated approach to assurance activities.

CORE RESPONSIBILITIES

The committee is responsible for overseeing nomination, governance and strategy-related matters, with a focus of ensuring that Board members meet their commitments and effectively fulfill their responsibilities, considering the Company’s strategy.

The committee plays an essential role in providing independent oversight of:

• The composition of the Board and its committees demonstrates the appropriate balance of knowledge, skills, experience, diversity, and independence
• The process for nominating, electing and appointing members of the Board and committees
• The succession plan of the members of the Board, including the Executive Directors
• Evaluating the performance of the Board, its committees, as well as members of the Board
• The recruitment and appointment of a Company Secretary
• Promoting an ethical and sound corporate governance culture
• Ensuring there is a process in place to provide the Board with updates on relevant regulatory changes and leading governance trends
• Shareholder/key stakeholder engagements and communications
• Providing guidance on strategic matters, strategic projects and other critical and urgent ad hoc matters

Given the aforementioned, the committee takes the necessary steps to ensure:

• that the Board comprises a majority of NEDs, most of whom are independent. The chairperson of the Board is an independent NED
• that relevant executives are appointed to the Board as a direct link to the Group’s management
• that the nomination and appointment of directors is informed by the succession plan, which incorporates the skills matrix and the principles of the Board Diversity Policy

CORE RESPONSIBILITIES

The committee oversees remuneration governance, with a particular focus on ensuring that the Group remunerates Executive Directors, Executive management and employees fairly and responsibly and that the disclosure of Executive and Non-executive Directors’ Remuneration is accurate and transparent as required by applicable laws and governance guidelines.

The committee designs and develops, for approval by the Board and shareholders, an organisation-wide remuneration strategy and policy, which ensures that the Company’s remuneration is fair and market-related to attract, retain and motivate top talent who contribute positively to the Company’s strategic objectives.

The remuneration arrangements are in line with the principles of King IV. The committee also makes recommendations to the Board on any areas of improvement to the remuneration policy, practices and/or framework, as identified by the committee.

The committee oversees and monitors the application of the remuneration policy to ensure that the policy objectives are achieved in line with industry standards, promotes the Group’s strategy and encourages individual performance, while taking into account the Group’s desired culture, shareholders’ interests and commercial well-being.

The committee is also responsible for providing guidance with respect to human resource group policies and strategies aimed at creating and sustaining the leadership, technical and operational skills required to support the delivery of the Company’s strategic objectives.

The alignment of the people strategies with the remuneration policy, fosters robust talent management and succession planning process for Executive Management, Senior Management and identified critical roles.

CORE RESPONSIBILITIES

As at 6 December 2018, the Risk and SHE Committee changed its name to become Risk Committee    

The responsibilities of the committee are set out in written terms of reference. These terms of reference and the company’s risk appetite statement were adopted by the board. The Risk and SHE* Committee’s key responsibilities are:

• Overseeing and monitoring the development and implementation of a risk management framework, policy, strategy and plan for a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes within Hulamin

• Recommend levels of tolerance and appetite for risk to the board
• Report to the board information relevant to risk management and procure independent assurance regarding the effectiveness of the risk management process

CORE RESPONSIBILITIES

As at 28 February 2019, the TSEC committee changed its name to become Social, Ethics and Sustainability Committee. 

The responsibilities of the committee are set out in written terms of reference, which are reviewed periodically.

The Transformation, Social and Ethics Committee’s key responsibilities are:

• Recommend to the board the strategies and policies to be adopted to ensure the company’s Transformation, Social and Ethics targets are achieved
• Align the company’s Transformation, Social and Ethics strategy with its overall business strategy
• Monitor the implementation and efficacy of the employment equity, black management development, black equity ownership, preferential procurement, skills and enterprise development and socio-economic initiatives
• Monitor activities relevant to social and economic development, good corporate citizenship, environment, health and safety and consumer relationships

Review policies and statements on ethical standards and on whistle-blowing

Oversee and monitor the implementation of safety, health and environment policies, strategies, targets, plans and systems and review the safety, health and environment risk profile