Company secretary

The board has access to the advice and services of RMS. RMS fulfils the role of company secretary and administer the share option schemes and all statutory requirements of the company and the group. The board believes the management of RMS has the requisite attributes, experience and qualifications to fulfil its company secretarial commitments effectively.

Sponsor

The company continues to use RMB as its sponsor. RMB’s services include advising the board on the interpretation of, and compliance with, the listing requirements of the JSE and reviewing all notices required in terms of its statutes and JSE rules and regulations.

External audit

The board has appointed Deloitte & Touche to perform an independent and objective audit on the group’s annual financial statements. The financial statements are prepared in terms of IFRS. The board has considered the extent of non-audit related services provided by the external auditors and is satisfied that the independence of the external auditors is not compromised.

Accounting and internal controls

Accounting and internal controls focus on critical risk areas. The controls are designed to provide reasonable assurance that assets are safeguarded from loss or unauthorised use and those financial records may be relied on for preparing the financial statements and maintaining accountability for assets and liabilities. The identification of risks and the implementation and monitoring of adequate systems of internal, financial and operating controls to manage such risks, are delegated to senior executive management. The risk management policies are communicated directly to executive management and the appropriate levels of management in the various entities.

The board acknowledges its responsibility for ensuring that management implements and monitors the effectiveness of systems of internal, financial and operating controls. The board, via the audit and risk committee, receives regular reviews from management on the effectiveness of established controls and procedures to ensure the accuracy and integrity of the accounting records and monitors the wider group’s businesses, risks and performance.

The board has not been informed by executive management or internal audit of any issue that would constitute a material breakdown in the functioning of these controls during the financial year under review.

Internal audit

Instituted, comprehensive internal controls assist management and the directors in fulfilling their responsibility for preparing the annual financial statements, safeguarding assets and providing answers on transactions that are executed and recorded in terms of company and group policies and procedures. The audit and risk committee concurred on the appointment of the head of internal audit.

Internal audit responds to these requirements by performing periodic independent evaluations of the adequacy and effectiveness of all controls, financial reporting structures and the integrity of all information systems and records. Bi-annual risk assessments are performed by the internal audit function and the internal audit work plan is approved by the audit and risk committee.

Internal audit reports to the audit and risk committee and has unrestricted access to the chairman of the board.

Non-financial matters

Reunert is committed to upholding and maintaining best international practices in the social, ethical, safety, health and environmental spheres of its business and acknowledges the responsibility it bears as a corporate citizen in society. The group sets the highest level of ethical standards for all its officers and employees in conducting business and dealing with all stakeholders.

Employment equity

The group supports employment equity and is committed to providing equal opportunities for all employees. All business units have employment equity programmes that comply with legislative objectives and requirements. Various skills development, mentoring and training programmes exist within the group. An in-depth review of Reunert’s focus on people development is available in the sustainability report.

Environmental issues

Systems and policies are in place to control or influence issues that may have an impact on the environment. To see more on how we address these issues click here.

Communication with stakeholders

Reunert is committed to ongoing and effective communication with all stakeholders. It subscribes to a policy of open, frank and timely communication in line with JSE guidelines and sound corporate governance practice. Executive directors conduct one-on-one interviews during open periods, while executive management interacts with investors and shareholders through participative, open investor days.

Numerous channels are used to disseminate information according to the preferences of the intended target audiences. These include ongoing dialogue with institutional investors, analysts and the media and a corporate website with up-to-date information on the group.

Dealing in the company’s shares and closed periods

Employees are restricted from dealing either directly or indirectly in the company’s shares on the basis of privileged price-sensitive information before it is publicly announced to the market.

Senior executives require permission from the chief executive before shares are purchased or sold. All directors require permission from the chairman before dealing in the company’s shares.

The group operates a closed period prior to the publication of its interim and year-end results. During these periods, the group’s directors, officers and senior management may not deal in the shares of the company, nor may they discuss the group’s financial prospects with any outside party. Additional closed periods are enforced as required by any corporate activity.

Code of ethics

The group’s code of ethics can be found here. All employees are required to adhere to this code.

Whistle blowing function

The group has designed and is testing a whistle blowing programme which will be implemented throughout the whole group in the next financial year.