ethics
Board committees
The board is authorised to form committees to assist in the execution of its duties, powers and authorities.
The board has three standing committees, namely the audit and risk; remuneration and nomination; and investment committees. The terms of reference of the committees will be subject to review and amendments on an annual basis, and the chairmen of the committees report to the board on a regular basis.
Audit and risk committee
Composition: Messrs R G Freese, N V Maharaj and C W Williams
The audit and risk committee is primarily responsible for overseeing the company’s financial reporting process on behalf of the board, and assists the board in discharging its fiduciary duties relating to the safeguarding of assets, the operation of adequate systems, control processes and the preparation of accurate financial reporting and statements in compliance with all applicable legal requirements and accounting standards.
The mandate of the audit and risk committee includes:- consideration of the annual appointment and evaluation of the external auditors, the audit plan and
- audit fees;
- evaluation of the independence and effectiveness of the external auditors;
- consideration of non-audit services performed by them in respect of which a policy has been established;
- review of the interim report and annual financial statements, including the valuation of unlisted investments and loans, prior to submission to the board;
- discussion of problems arising from external audit and review of the external auditors’ interim and final reports and identification of key issues;
- consideration of major findings of internal investigations and management responses;
- review of the adequacy of the systems of internal control and any legal matters which could significantly impact on the group’s financial statements; and
- review of compliance with the King Code and Listings Requirements in so far as these relate to the financial statements.
All members of the audit and risk committee are directors and are financially literate. The chairman of the audit and risk committee, or in his absence another member of the committee nominated by him, attends the annual general meeting to answer questions falling under the mandate of the committee.
The audit and risk committee is required to meet at least three times a year.
Remuneration and nomination committee
Composition: Mr A W Bedford and Ms N Mlambo
(The members of the committee are non-executive directors. For as long as the committee also performs a nomination function, the chairman is to be appointed by the committee).
The remuneration and nomination committee reviews the design and management of executive salary structures and policies. The group is primarily an investment company where its subsidiaries and investment companies have their own remuneration committees. The committee also regularly reviews the composition of the board and makes recommendations to the board on its composition, the appointment of non-executive directors, the re-election of retiring directors and the composition of the board committees, in terms of the prerequisites set out in the board charter.
The mandate of the remuneration and nomination committee requires the committee, inter alia, to:- ensure that competitive reward strategies and programmes are in place in support of realising corporate objectives and in safeguarding shareholders’ interests;
- recommend the level of non-executive director and board committee fees to the board, having received the proposals/recommendations of the executive directors, and where appropriate, independent remuneration consultants for consideration and approval by shareholders;
- ensure consideration is given to succession planning in the group; and
- review and determine the remuneration of the executive directors, subject to consideration of the short- and longer-term components of remuneration and individual contributions and performance.
No executive director is present at meetings of the remuneration and nomination committee when his own remuneration is discussed or considered. The chairman of the remuneration and nomination committee, or in his absence, another member of the committee, is required to attend the annual general meeting to answer questions on the subject of remuneration.
The remuneration and nomination committee is required to meet formally at least once a year.
Investment committee
Composition: Messrs H Adams (Chairman), R G Freese and A Abercombie
GPI’s investment policy is to achieve above average returns for its shareholders by investing in undertakings and entering into joint ventures and other similar alliances, whereby it forms partnerships with entities contributing not only to capital, but also providing strategic managerial input, a high profile corporate identity and, most importantly, impeccable empowerment credentials.