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Compliance with King IV on Corporate Governance

 

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The PPC Group Board, which is the governing body for the PPC Group, welcomes improvements in corporate governance codes which facilitate value creation in a sustainable way. In this regard it should be noted that the King IV Code of Corporate Principles (King IV) is effective for all JSE-listed companies reporting after 1 October 2017. Significant corporate governance and regulatory developments, both locally and internationally, which have taken place since the introduction of King III in 2009 have been incorporated into the new code.

In its form, King IV looks quite different from King III. This new packaging is intended to facilitate new thinking around governance. Its approach is more "high level" than King III in that it contains fewer principles and less practical guidance in regard to implementation.

The stated aim of King IV is to do away with the "tick box" approach by shifting the focus from compliance to outcomes - an approach described as emphasising qualitative over quantitative governance. It requires companies to think holistically about how to implement good governance throughout an organisation.

Professor Mervyn King explained that "the intent is for the reader of the explanation to be able to make an informed decision about whether the organisation has or has not achieved the principles and realised the four outcomes of ethical culture, performance in a sustainable manner, effective controls and legitimacy".

This report is aimed at assisting stakeholders in assessing the group’s approach to corporate governance and compliance with King IV.

During 2017, the company was compliant in all material respects with the requirements of the Companies Act No. 71 of 2008, the Companies Act Regulations and the Listings Requirements of the JSE Limited.

The checklist below is a broad summary of how the principles of King IV have been applied. The full governance report is contained in the integrated annual report of the company. This report covers the following corporate governance outcomes:

  • Ethical culture
  • Good performance
  • Effective control
  • Legitimacy

Ethical Culture

Mr Peter Nelson, the chairman of the PPC Group Board is tasked to monitor the actions and performance of the members of the Board as part of his duties and to hold them to the highest ethical standards.

The directors on the Board also hold one another accountable for decision-making and for acting in a way which displays the ethical characteristics of integrity, competence, responsibility, accountability, fairness and transparency. On appointment, individual directors are contractually placed under the obligation to comply with the ethical standards of the Board.

The social and ethics committee of the Board annually reviews the Group’s code of ethics and all directors declare their personal interests annually. The Group’s philosophy is underpinned by the belief in the following values and principles:

Integrity is non-negotiable:

  • We meet our commitments.
  • We do what we say.
  • We are honest and obey the law.

Great place to work:

  • We work in teams. Everyone has an important role to play and we want to create a non-discriminatory, safe and healthy work environment.
  • We respect the dignity of every individual that we engage with.

Excellence in all we do:

  • We are professional and do things properly.
  • We at PPC set the standard. We lead. We set challenging goals and are performance driven. We are flexible and agile and we seek to continuously improve. Yesterday’s stretch becomes today’s standard.

Legitimacy:

  • We are seen by our stakeholders as caring and adding value. We are seen as long term contributors and not short term takers.
  • We care for the environment and the communities in which we operate.
  • We at PPC set the standard. We lead. We set challenging goals and are performance driven. We are flexible and agile and we seek to continuously improve. Yesterday’s stretch becomes today’s standard.

Creating a better life for all stakeholders:

  • Everyone’s contribution creates value. All stakeholders share in the value and success that we create.

Customer focused:

  • Our customers are the reason for our existence and all our efforts will be focussed on good relationships, understanding and meeting their needs.

The Board and its committees continually demonstrate ethical and effective leadership and promote the group’s values, culture and business behaviours.

Good performance

The Board informs and approves the group corporate strategy which is aligned with the purpose of the Company, the value drivers of its business and the legitimate expectations of its stakeholders and is aimed at ensuring sustainability; taking into account the top risks facing the Group.

The Board also oversees and monitors, with the support of its committees, the implementation and execution by management of the policies and priorities. As part of this, the Board ensures that a stakeholder-inclusive approach is adopted, which takes into account and balances stakeholders’ legitimate and reasonable needs, interests and expectations.

The risks, opportunities and other significant matters connected to the triple context in which the Group operates are considered.

Effective risk and opportunity management is supported by effective governance structures, robust policy frameworks and a risk-focused culture. Strong governance structures and policy frameworks foster the embedding of risk considerations in business processes and ensure that consistent standards exist across the Group.

The Board retains ultimate responsibility for providing strategic direction, setting risk appetite and ensuring that risks are adequately identified, measured, monitored, managed and reported on.

Effective control

The Board implements the highest standards of corporate governance at all operations. Governance structures and processes are formally reviewed annually and continuously adapted to accommodate internal developments, and reflect national and international best practice.

The Board as well as any director or committee may obtain independent, external professional advice at the company’s expense concerning matters within the scope of their duties and the directors may request documentation from and set up meetings with management as and when required in accordance with protocols approved by the Board.

The Board considers corporate governance a priority and endeavours to go beyond compliance, where appropriate. The Board's role and responsibilities are articulated in the Board charter which is reviewed annually. The Board is the focal point and custodian of corporate governance, both in terms of how its role and responsibilities are documented and the way it executes its duties and responsibilities.

The Board, through the Audit Committee, ensures that the necessary controls are in place to verify and safeguard the integrity of the integrated report and any other disclosures. The Board is satisfied that the group complies with all required disclosures.

Reporting frameworks and materiality are approved by the Audit Committee to ensure compliance with legal requirements and relevance to stakeholders.

The Audit Committee oversees the integrated reporting process and reviews the audited financial statements.

Legitimacy

The Board, through the Social, Ethics and Transformation Committee, considers issues around stakeholder perceptions. The Committee has oversight of stakeholder engagement and management. Through regular reporting by management to the Committee and the Chairman of that Committee to the Board, the Board is equipped with the necessary information to enable it to take the legitimate interests and expectations of stakeholders into account in its decision-making.

The company has identified its stakeholder groups as:

  • Government and regulators;
  • Shareholders and analysts;
  • Employees;
  • Customers;
  • Suppliers; and
  • Communities and civil society

The Group endeavours to balance its stakeholder’s legitimate and reasonable needs, interests and expectations.

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