King III

King III disclosure
Principle
Compliant Page reference
IR AFS
Chapter 1 – Ethical leadership and corporate citizenship
The board should provide effective leadership based on an ethical foundation 12    
56-57    
59    
 
The board should ensure that the company is and is seen to be a responsible corporate citizen    
The board should ensure that the company’s ethics are managed effectively 2    
12-13    
56-65    
2-4    
7    
Chapter 2 – Board and directors
The board should act as the focal point for and custodian of corporate governance 12      
The board should appreciate that strategy, risk, performance and sustainability are inseparable 12    
58    
 
The board and its directors should act in the best interests of the company 12-13     7    
The board should consider business rescue proceedings or other turnaround mechanisms as soon as the company is financially distressed as defined in the Companies Act Not applicable
The board should elect a chairman of the board who is an independent nonexecutive director. The CEO of the company should not also fulfil the role of chairman of the board 56    
57    
58    
 
The board should appoint the chief executive officer and establish a framework for the delegation of authority 58      
The board should comprise a balance of power, with a majority of nonexecutive directors. 57     72    
The majority of non-executive directors should be independent 57     72-73    
Directors should be appointed through a formal process 58    
59    
 
The induction of and on-going training and development of directors should be conducted through formal processes 58      
The board should be assisted by a competent, suitably qualified and experienced company secretary 60      
The evaluation of the board, its committees and the individual directors should be performed every year 58      
The board should delegate certain functions to well-structured committees but without abdicating its own responsibilities 56    
59    
 
A governance framework should be agreed between the group and its subsidiary boards 56    
57    
 
Companies should remunerate directors and executives fairly and responsibly 63-65      
Companies should disclose the remuneration of each individual director and certain senior executives 63-65     49-51 (note 24)    
Shareholders should approve the company’s remuneration policy 63-65     79-80    
Chapter 3 – Audit committee
The board should ensure that the company has an effective and independent audit committee 59     3-4    
Audit committee members should be suitably skilled and experienced independent non-executive directors 56     3    
72    
The audit committee should be chaired by an independent non-executive director 56     3    
The audit committee should oversee integrated reporting 1     3    
The audit committee should ensure that a combined assurance model is applied to provide a coordinated approach to all assurance activities 1-65    
56    
 
The audit committee should satisfy itself of the expertise, resources and experience of the company’s finance function 22     4    
The audit committee should be responsible for overseeing of internal audit   3    
The audit committee should be an integral component of the risk management process 1-65    
55    
3-4    
The audit committee is responsible for recommending the appointment of the external auditor and overseeing the external audit process   3    
78    
The audit committee should report to the board and shareholders on how it has discharged its duties   3-4    
Chapter 4 – The governance of risk
The board should be responsible for the governance of risk 1-65    
2    
58    
61-62    
 
The board should determine the levels of risk tolerance 12-13    
61-62    
3-4    
The risk committee or audit committee should assist the board in carrying out its risk responsibilities 61-62     3-4    
The board should delegate to management the responsibility to design, implement and monitor the risk management plan 59    
61    
 
The board should ensure that risk assessments are performed on a continual basis 59    
61    
3    
The board should ensure that frameworks and methodologies are implemented to increase the probability of anticipating unpredictable risks 61      
The board should ensure that management considers and implements appropriate risk responses 61      
The board should ensure continual risk monitoring by management 59    ;
61    
 
The board should receive assurance regarding the effectiveness of the risk management process 61-62     3-4    
The board should ensure that there are processes in place enabling complete, timely, relevant, accurate and accessible risk disclosure to stakeholders 18    
18    
62    
 
Chapter 5 – The governance of information technology (IT)
The board should be responsible for information technology governance 1-65    
2    
58    
61-62    
4    
IT should be aligned with the performance and sustainability objectives of the company 12      
The board should delegate to management the responsibility for the implementation of an IT governance framework   4    
The board should monitor and evaluate significant IT investments and expenditure   4    
IT should form an integral part of the company’s risk management 61-62      
The board should ensure that information assets are managed effectively   3-4    
A risk committee and audit committee should assist the board in carrying out its IT responsibilities 61-62     3-4    
Chapter 6 – Compliance with laws, rules, codes and standards
The board should ensure that the company complies with applicable laws and considers adherence to non-binding rules, codes and standards 57     3-4    
The board and each individual director should have a working understanding of the effect of the applicable laws, rules, codesand standards on the company and its business 57    
60    
 
Compliance risk should form an integral part of the company’s risk management process 60    
61    
 
The board should delegate to management the implementation of an effective compliance framework and processes 60    
61    
 
Chapter 7 – Internal audit
The board should ensure that there is an effective risk based internal audit 1-65    
56    
 
Internal audit should follow a risk based approach to its plan 61     3-4    
Internal audit should provide a written assessment of the effectiveness of the company’s system of internal controls and risk management   3-4    
The audit committee should be responsible for overseeing internal audit   3-4
Internal audit should be strategically positioned to achieve its objectives 1-65    
56    
 
Chapter 8 – Governing stakeholder relationships
The board should appreciate that stakeholders’ perceptions affect a company’s reputation 12-13    
15    
17    
 
The board should delegate to management to proactively deal with stakeholder relationships 12    
55    
57    
 
The board should strive to achieve the appropriate balance between its various stakeholder groupings, in the best interests of the company 1-65    
12    
17    
57    
60    
 
Companies should ensure the equitable treatment of shareholders 58    
60    
 
Transparent and effective communication with stakeholders is essential for building and maintaining their trust and confidence 1-65    
55    
60    
 
The board should ensure that disputes are resolved as effectively, efficiently and expeditiously as possible 36    
55    
60    
 
Chapter 9 – Integrated reporting and disclosure
The board should ensure the integrity of the company’s integrated report 1-65    
57    
 
Sustainability reporting and disclosure should be integrated with the company’s financial reporting 1-65      
Sustainability reporting and disclosures should be independently assured 57      
Notes
1. 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.