Governance report
 

Corporate governance

 
 

 

Corporate governance framework

 

BOARD OF DIRECTORS

  Chairman       Independent non-executive directors       Executive directors  
  TS Munday (independent non-executive)      YZ Cuba       BP Gallagher  
  Chief executive       SD Jagoe        
  DJ Rawlinson (executive)      TJ Motsohi        
  Financial director       KW Mzondeki        
  MC Krog       SG Pretorius        
        JC van der Horst        
        R van Rooyen        
        Non-executive director        
        NDB Orleyn        
   
 

Board Committees  

  Audit Committee       Nomination Committee       Remuneration Committee       Risk Committee  
  R van Rooyen (Chairman)      TS Munday (Chairman)      NDB Orleyn (Chairman)      SG Pretorius (Chairman) 
  YZ Cuba       SD Jagoe       SD Jagoe       MC Krog  
  SD Jagoe       NDB Orleyn       TS Munday       TJ Motsohi  
  KW Mzondeki       JC van der Horst       JC van der Horst       TS Munday  
                    DJ Rawlinson  
                    R van Rooyen  

  Social, Ethics and Transformation Committee       Investment Ad-hoc Committee       Group Executive Committee  
  TS Munday (Chairman)      TS Munday (Chairman)      DJ Rawlinson (Chairman) 
  KW Mzondeki       YZ Cuba       BP Gallagher  
  SG Pretorius       SD Jagoe       MC Krog  
  DJ Rawlinson       SG Pretorius        
        R van Rooyen        

All employees are required to adhere to the

Reunert code of ethics

  • Conduct yourself honourably and in the best interests of the company
  • Abide by all laws and regulations
  • Avoid all conflicts of interest between work and personal affairs
  • Act in good faith, with integrity and honesty
  • Foster an environment in which people are encouraged to be open
  • Respect one another and act in a non-discriminatory manner
  • Act in a socially responsible way
  • Protect the environment and our natural resources

 

Ethical leadership

Reunert is committed to sound corporate governance. For the board, which sets the tone for ethical leadership throughout the group, corporate governance is seen as the foundation of a sustainable business.

In the past year we have worked actively to improve our governance practices, aligning them to the principles of the King Report on Corporate Governance for South Africa, 2009 (King III) and the JSE Listings Requirements. The board is satisfied that Reunert complies with these frameworks in all material aspects. Where we do not comply, this is stated and explained.

Highlights during the past year include an extensive review of the effectiveness of board structures. The board and
committee charters were updated to comply with the recommendations of King III. The charters are available on our website.

The audit and risk committee functions were separated in February 2011 and, in line with the requirements of the Companies Act 71 of 2008, a social and ethics committee was established. The board has added transformation to this committee’s oversight mandate in order to bring heightened attention to this key imperative. The committee is called the social, ethics and transformation committee.

Reunert’s code of business conduct will be reviewed in the coming year to ensure on-going relevance based on an engagement process with key stakeholders. The Reunert values will also be reviewed by way of a consultative process, including focus groups with employees, and will be standardised across the group.

The integrated report has not been externally assured. Instead, the internal audit function has performed appropriate procedures to assess the completeness and accuracy of a sample of information presented in the integrated report. The board is satisfied that this internal oversight is sufficient at this time. The prospect of obtaining appropriate external assurance will be periodically reviewed to ensure that the company remains in step with its peers in assuring the integrity of the report.

The company’s Memorandum of Association and Articles of Association automatically became the Memorandum of Incorporation (MOI) on 1 May 2011, being the effective date of the Companies Act, 2008. The alterable provisions of the Act applicable to the MOI will be reviewed early 2012 and a revised MOI will be tabled at the annual general meeting in February 2013 for approval by shareholders.