AfroCentric Group Integrated Annual Report 2016

AfroCentric INTEGRATED ANNUAL REPORT 2016

Governance and sustainability

GOVERNANCE PHILOSOPHY AND

APPROACH

The AfroCentric Group is committed to sound and robust

corporate governance standards and practices, compliance

with legislation, regulation and governance principles,

recognising the correlation between good corporate

governance and long-term sustainable performance.

AfroCentric’s Board of Directors (“the Board”) adopted an

integrated approach to managing the Group to ensure that

the governance structure actively identifies, responds to and

communicates on those material issues that impact on the

ability to create value. Corporate governance is an integral

element in improving efficiency as well as growth and

enhancing investor relations.

AfroCentric recognises that strategy, performance,

sustainability and risk are inseparable. In all activities, at all

levels, the Group is committed to the highest standards

of governance, while embedding a culture that values and

rewards ethical standards, integrity and mutual respect.

As the stewards of public trust, the Board acts for the good

of the organisation, exercising reasonable care in all decision-

making without placing the organisation under undue risk.

Corporate governance provides the Board with a framework

that supports transparency, sustainability, fairness and ethical

conduct. The Board promotes and supports high standards

of corporate governance and in so doing endorses the

principles of King III and the JSE Listings Requirements.

The Board remains committed to the full implementation of

King III throughout the Group. The Directors of AfroCentric

believe that the King III principles are entrenched in the

internal controls, policies and procedures governing

corporate conduct within the Group. The diagram above

presents a holistic view of our governance structures and

processes.

CORPORATE GOVERNANCE REPORT

The Group is

committed to the

highest standards of

governance

SHAREHOLDERS AND STAKEHOLDERS

AFROCENTRIC BOARD OF DIRECTORS

Adds value through strategic leadership, guidance and ultimate oversight in ensuring a sustainable business that

is accountable to shareholders and responsible to other stakeholders.

The Board manages corporate governance and the execution thereof through the various Committees. These Committees monitor the proper

operation of the structures and systems of the Company and report to the Board.

Audit and Risk

Committee

Adds value by

assessing and ensuring

the Company’s

financial sustainability,

and by providing

oversight over IT

governance.

In assisting the Board in discharging its responsibilities, the Committees provide comprehensive reporting and recommendations, ensuring transparency and full

disclosure. This also provides the Board with internal and external indicators that allow it to formulate relevant strategy and mitigate risk.

Remuneration

Committee

Adds value by ensuring

optimal remuneration

structures to attract,

retain and motivate

world-class employees

who enable and

support the business

strategy.

Nomination

Committee

Adds value by

assisting the Board to

identify and source

appropriately skilled

Directors who can

individually and

collectively add value to

the Boardics.

Investment

Committee

Adds value by

interrogating all capital

projects above the

Executive heads’

mandate against

financial, technical and

strategic metrics prior

to action.

Social and Ethics

Committee

Adds value by

investigating all claims

of unethical behaviour

and recommending

appropriate action.

Provides independent

oversight on matters

in the Remuneration

and Risk Committees’

mandates by reviewing

actions through a moral

lens or based on a more

holistic ethical view, and

taking accountability for

specific areas within its

mandate.

AfroCentric Health

Transformation

Committee

Adds value by

reviewing all codes

on transformation

and B-BBEE and

employment equity

practices.