We believe that our governance practices are sound and, in all material respects, conform to the principles embodied within the King
III Report on Corporate Governance and the Listings Requirements of the JSE Limited.
We are also cognisant of the Public Investment Corporation’s corporate governance and proxy voting policy as well as the Code for
Responsible Investing in South Africa 2011 and have implemented measures to comply with their requirements as far as possible.
While substantial application of the King III Report has been achieved in the review period, the following key principles have not been fully
implemented:
-
Compilation of an ethics risk profile and the measurement of its impact on our corporate social investment programme: The Social
and Ethics Committee is addressing these aspects.
-
Implementation of measurable corporate citizenship programmes and policies: The Social and Ethics Committee is addressing these
aspects.
-
Appointment of an expert to provide assurance on material elements of the sustainability section of the integrated annual report:
the Audit and Risk Management Committee will evaluate this once more standardisation is evident in public reporting.
-
Appointment of an independent compliance function: our Company Secretary and the Internal Audit and Risk Executive are responsible
for compliance and refer to our legal advisors where necessary.
-
The board does not consider it appropriate to disclose the names of the three employees who are not directors and who receive the
highest salaries: they are referred to as employee 1, 2 and 3 in the Remuneration Report.
-
Remuneration of non-executive directors is paid on a fixed fee per annum basis as our directors not only attend board and committee
meetings but actively participate in the affairs of the company at all times: the board reviews this position on an annual basis.
-
The Chairman of the board is also a member of the Audit and Risk Management Committee. Due to the resignation of JJ Geldenhuys
as Chairman of the board and the subsequent appointment of T Eloff as Chairman of the board, a decision was taken to continue
T Eloff’s membership of the committee in order to ensure continuity until a suitable replacement has been identified.
The constitution and the operation of the board of directors
The board
The board operates in terms of a formally approved charter which sets out its role and responsibilities, the main elements of which are
as follows:
-
The Chairman of the board must be an independent, non-executive director.
-
A formal orientation programme for new directors must be followed.
-
Specific policies, in line with the King III Report, must exist with regard to conflicts of interest and the maintenance of a register of directors’ interests.
-
The board must conduct an annual self-evaluation.
-
Directors must have access to staff, records and outside professional advice where necessary.
-
Succession planning for executive management must be in place and must be updated regularly.
-
Strategic plans and an approvals framework must be in place and reviewed regularly.
-
Policies to ensure the integrity of internal controls and risk management must be in place.
-
Social transformation, ethics, safety, health, human capital, and environmental management policies and practices must be monitored and
reported on regularly.
We have a unitary board structure, presently comprising 11 directors, including six independent nonexecutive directors.
The roles of Chairman and Chief Executive Officer are separate and distinct.
The composition of the board ensures a balance of power and authority, and negates individual dominance in decision-making processes.
It also reduces the possibility of conflicts of interest and promotes objectivity.
We believe that the non-executive directors are of suitable calibre and number for their views to carry significant weight in the board’s decisions.
An independent nonexecutive Chairman leads the board.
A schedule of beneficial interests of directors appears on page 104 of this report.
In September 2014, an evaluation of each of the non-executive directors’ independence was conducted.
The overall findings were presented to the board and discussed.
This evaluation supported the board’s decision to endorse all retiring directors standing for reelection.
M Macdonald has served on the board for a period longer than nine years and the board believes that he has retained independence of character
and judgement and has not formed associations with management (or others) that might compromise his ability to exercise independent
judgement or act in the best interests of the group.
The board is of the opinion that he makes a significant contribution to the work of the board and that his deep knowledge of the group and
broad business experience remains especially important, in particular in his role as chairman of the Audit and Risk Management Committee.
No director is disqualified in terms of the criteria for independence as laid down by the JSE Listings Requirements or by King III.
We currently have four historically disadvantaged South African directors on the board of whom three are independent non-executive directors.
JJ Geldenhuys retired as director and Chairman of the board on 31 May 2014 and T Eloff was appointed as Chairman of the board on 1 June 2014.
We do not have retirement age restrictions as we believe that a board member’s effectiveness does not necessarily correlate with the length
of his/her board service or his/her age.
The Chairman presides over meetings of the board, guiding the integrity and effectiveness of the board’s governance process.
This includes ensuring that no individual dominates the discussion, that relevant discussion takes place, that the opinions of all directors
relevant to the subject under discussion are solicited and freely expressed, and that board discussions lead to appropriate decisions.
The roles and functions of the Chairman have been formalised and there is a formally approved succession plan in place for the position of
Chairman of the board.
On a quarterly basis, we actively solicit from our directors details regarding their external shareholdings and directorships, which
potentially could create conflicts of interest while they serve as directors on our board.
The declarations received are closely scrutinised and are tabled at the beginning of each quarterly board meeting.
When applicable, directors are requested to table their interests in material contracts and, if necessary, are requested to recuse
themselves from discussions in meetings.
Operational management is the responsibility of the Chief Executive Officer.
His responsibilities include, amongst others, developing and recommending to the board a longterm strategy and vision that will generate
satisfactory stakeholder value, developing and recommending to the board annual business plans and budgets that support the longterm
strategy, and managing the affairs of the group in accordance with its values and objectives, as well as the general policies and specific
decisions of the board.
The Chief Executive Officer is not a member of the Human Resources, Remuneration and Nominations or Audit and Risk Management Committees,
but attends same by invitation.
A complete list of board members and their CVs appear on pages 38 to 41 of this report.
In terms of our memorandum of incorporation all new directors appointed during the year, as well as one-third of the existing non-executive
directors, have to retire on a rotational basis each year but may offer themselves for re-election.
Directors are required to undergo an induction programme including site visits to familiarise themselves with all aspects of our business.
Briefing sessions take place when required to bring directors up to date with changes in laws and regulations pertaining to the company.
The King III report provides that directors should have a working understanding of the effect of applicable laws, rules, codes and
standards relating to the company and its business while the company does not interpret these provisions to mean the board should have
legal expertise in all spheres in which the company operates or be familiar with all laws applicable to the company and its various
businesses, but the board does ensure that adequate structures and systems are in place and populated with people of sufficient competence
for group compliance with the relevant compliance requirements.
The board is accountable for the actions of management and has retained full and effective control of the organisation over the past year.
The board defines levels of materiality, reserving specific powers to itself, and delegates other matters to management.
The board meets at least quarterly to review strategy, planning, operational performance risks, broad-based black economic empowerment
compliance, acquisitions, disposals, shareholder communications and other material aspects pertaining to the achievement of the group’s
objectives.
The board periodically reviews the mix of skills and experience available within the board.
Procedures for appointment to the board are formal and transparent and are vested in the board and include detailed screening of nominees
to ensure that they meet the eligibility requirements as laid down in the Companies Act and the JSE Listings Requirements.
The board conducts assessments annually based on several factors including expertise, objectivity, judgement, understanding the group’s
business, willingness to devote the time needed to prepare for and participate in committee deliberations.
The performance evaluations were completed and reviewed by the Chairman and found to be generally satisfactory.
The following assessments were completed during the year:
- Performance evaluation of the Audit and Risk Management Committee.
- Performance evaluation of the Human Resources, Remuneration and Nominations Committee.
- Performance evaluation of the Social and Ethics Committee.
- Performance evaluation of the board.
- Performance evaluation of the Chairman.
- Performance evaluation of the Chief Executive Officer.
- Performance evaluation of the Company Secretary.
Strategic planning meetings take place at least every second year, and progress on strategic objectives is reviewed at every board meeting.
Attendance at meetings
Four board meetings and one strategic planning meeting were held during the past year.
Additional board meetings may be convened when necessary.
Attendance at meetings was as follows:
Board
|
|
2014
|
2015
|
9 and
|
|
|
|
Director
|
12.11
|
12.2
|
10.4@
|
13.5
|
19.8
|
|
GD Arnold
|
√
|
√
|
√
|
√
|
√
|
|
T Delport
|
√
|
√
|
√
|
√
|
√
|
|
T Eloff
|
√
|
√
|
√
|
√
|
√
|
|
DD Ferreira
|
√
|
√
|
√
|
√
|
√
|
|
IS Fourie
|
√
|
√
|
√
|
√
|
√
|
|
OM Lukhele
|
√
|
√
|
√
|
√
|
√
|
|
M Macdonald
|
√
|
√
|
√
|
√
|
√
|
|
TP Maumela
|
√
|
√
|
√
|
A
|
√
|
|
CE Schutte
|
√
|
√
|
√
|
√
|
√
|
|
TM Shabangu
|
√
|
√
|
√
|
√
|
√
|
|
N Tsengwa
|
√
|
√
|
√
|
A
|
√
|
√ Present
A Submitted apologies and granted leave of absence
@ Strategic planning meeting
Audit and Risk Management Committee
The committee met three times during the year. Attendance at meetings was as follows:
|
2014 |
|
2015 |
| Director |
9.10 |
11.11 |
13.5 |
| T Eloff |
√ |
√ |
√ |
| M Macdonald |
√ |
√ |
√ |
| IS Fourie |
√ |
√ |
√ |
| TM Shabangu |
# |
√ |
√ |
√ Present
# Appointed 11 November 2014.
Human Resources, Remuneration and Nominations Committee
The committee met three times during the year. Attendance at meetings was as follows:
|
2014 |
2015 |
|
| Director |
29.10 |
25.2 |
4.8 |
| IS Fourie |
√ |
√ |
√ |
| T Eloff |
√ |
√ |
√ |
| N Tsengwa |
√ |
√ |
√ |
√ Present
Social and Ethics Committee
The committee met twice during the year. Attendance at meetings was as follows:
|
2014 |
2015 |
| Director |
13.1 |
25.3 |
19.8 |
| GD Arnold |
√ |
√ |
√ |
| T Eloff |
√ |
√ |
√ |
| LW Hansen |
√ |
√ |
√ |
| TP Maumela |
√ |
√ |
√ |
√ Present
Non-executive directors received the following fees during the year:
| Fixed fee per annum |
| R’000 |
| Chairman of the board |
563 |
| Member of the board |
225 |
| Chairman of the Audit and Risk Management Committee |
170 |
| Member of the Audit and Risk Management Committee |
89 |
| Chairman of the Human Resources, Remuneration and |
|
| Nominations Committee |
160 |
| Member of the Human Resources, Remuneration and |
|
| Nominations Committee |
84 |
| Chairman of the Social and Ethics Committee |
160 |
| Member of the Social and Ethics Committee |
40 |
The remuneration is payable on a monthly basis.
Board committees
To enable the board to properly discharge its responsibilities and duties, certain responsibilities have been delegated to board committees.
All board committees are chaired by an independent non-executive director. Particulars of the composition of the board of directors and
committees appear on page 50 of this report.
Board committee charters are reviewed on an annual basis to ensure that the committees’ duties and responsibilities are aligned with the
requirements of corporate governance and keep abreast of developments in this field.
As the Audit Committee has become a statutory committee in terms of the new Companies Act and in terms of the recommendations set out in the
King III report, shareholders are required to elect the members of this committee at the company’s next annual general meeting.
Shareholders will also be required to elect the members of the Social and Ethics Committee for the forthcoming financial year at the
company’s next annual general meeting.
The board committees are as follows:
The Audit and Risk Management Committee
The Audit and Risk Management Committee comprises four members, all of whom are independent non-executive directors, and meets at least
three times a year with management, internal and external auditors as well as the group’s risk managers.
TM Shabangu was appointed as fourth member of the committee on 11 November 2014.
The opportunity is created at each meeting for discussion with the external and internal auditors without the presence of management.
The members of the committee are knowledgeable about the affairs of the company and have extensive expertise in finance, accounting and
risk management practices.
The Audit and Risk Management Committee fulfils the responsibilities as set out in the Audit and Risk Management Committee Charter, which
include:
- Overseeing the internal and external audit function.
-
Assisting the board in the discharge of its duties relating to the safeguarding of assets and operation of adequate systems
and internal controls.
-
Ensuring the preparation of accurate financial reporting in compliance with all applicable legal requirements, corporate governance
and accounting standards.
-
Providing support to the board on the risk profile and risk management of the group.
- Providing support to the board on information technology governance and risk.
Both the Group Audit and Risk Executive and the external auditors have unfettered access to the Chief Executive Officer, the Chairman
of the board and the Audit and Risk Management Committee.
The committee reviews and confirms the following additional responsibilities required by the King III report and the JSE Listings Requirements:
- The independence of the external audit function.
- The competence of the Chief Financial Officer and the finance function of the company.
- The integrated annual report.
Divisional Audit Committee meetings are scheduled twice a year at every business unit.
These meetings are chaired by the Chief Financial Officer, attended by the Chief Executive Officer, internal audit, external audit
and the business unit Chief Operating Officer and Finance Executive.
Risk Management
We are committed to the following risk management action plan:
- Identifying the risks to which the company is exposed.
- identifying the most effective ways of eliminating or mitigating risk exposures as far as reasonably practical.
- Insuring against catastrophic incidents and other losses beyond our self insurance capacity.
- Minimising in the long term, the total cost of risk.
We apply an enterprise-wide risk management approach, involving all levels of management, with assistance from outside consultants
for assessing insurable risks.
The senior management at each operation is responsible for the development and implementation of a sound risk control programme based
on the group’s risk control standards.
The integrity of the risk control programme is regularly independently monitored by appointed risk analysts.
Members of the Audit and Risk Management Committee:
| |
Independent |
|
| Member |
Non-executive |
Period |
| IS Fourie (chairman) |
Yes |
July 2010 to date |
| T Eloff |
Yes |
October 2010 to date (note 1) |
| M Macdonald |
Yes |
May 2004 to date (note 2) |
| TM Shabangu |
Yes |
November 2014 to date (note 3) |
Note 1 Dr T Eloff has resigned as member of the committee with effect from 11 November 2015
Note 2 Mr M Macdonald will resign as member of the committee with effect from 11 February 2016
Note 3 Mr D Fouché has been appointed as a member of the committee with effect from 12 November 2015
Internal audit
We have established an independent, objective and effective internal audit department governed by a charter approved by the board.
The internal audit function reports to the Chief Executive Officer and has unfettered access to the Chairman of the board and the Chairman of
the Audit and Risk Management Committee.
The role of internal audit is to review compliance with internal controls, systems and procedures.
The board is satisfied that the internal controls are adequate to safeguard the assets, prevent and detect errors and fraud, ensure the
accuracy and completeness of accounting records and the preparation of reliable financial statements.
The internal audit department is staffed by qualified and experienced internal auditors.
The annual internal audit programme is approved by the committee and all significant findings, together with steps taken to rectify lapses
in internal control, are reported at every committee meeting.
The independence of the internal audit function is reviewed by the Audit and Risk Management Committee to satisfy itself of the independence
of the internal audit function.
The appointment and removal of the head of internal audit is a matter for the Audit and Risk Management Committee in consultation with
management.
Information Technology (IT)
The board has delegated responsibility for information technology to the audit and risk management committee, but retains overall
accountability.
An IT Charter, aligned to the King III report has been implemented.
The IT strategy is reviewed by the Audit and Risk Management Committee and by the board.
Management has the responsibility for the management of IT and the governance framework which includes:
- IT Steering Committee to monitor and manage IT governance.
- IT policies and procedures to regulate the management of all IT functions.
- Relevant standards and processes that are subject to audits, reviews and benchmarks.
- Policies and procedures to govern the Active Directory and Exchange which has been outsourced to SA Outsourcing.
All IT acquisitions fall within the same capital approval processes as other capital expenditure projects and would thus, based on value,
be submitted to the board for approval.
A formalised disaster recovery programme is in place to ensure the minimum disruption in the event of disaster.
During the current financial year an independent security review was conducted on the outsourced Active Directory and Exchange environment
and no concerns were reported.
Integrated reporting
The committee oversees integrated reporting, and in particular the following:
-
Takes cognisance of all factors and risks that may impact on the integrity of the integrated annual report including matters that may
predispose management to present a misleading picture, significant judgements and reporting decisions made, monitoring or enforcement
actions by a regulatory body and any evidence that brings into question previously published information, forward-looking statements or
information.
-
Reviews for reliability, the disclosure of sustainability in the integrated annual report.
-
Recommends to the board whether or not to engage an external assurance provider on material sustainability issues.
-
Recommends the integrated annual report for approval by the board.
-
Considers whether the external auditor should perform assurance procedures on interim results or be engaged for any non-audit
assignments.
The committee recommended to the board to continue not to publish a summarised integrated annual report or engage an external assurance
provider to confirm material elements of the sustainability part of the integrated annual report.
This decision was based on the fact that sustainability reporting formed part of the budget process and is reported on by business units and
approved by the executive directors.
This approach will be reviewed every year.
We have appointed a full-time Executive Manager who is responsible for sustainability within the group.
Further information regarding the activities of the committee is available in the Audit and Risk Management Report on pages 98 to 100.
The Human Resources and Remuneration Committee
On 1 October 2010, a decision was taken by the board to combine the Human Resources and Remuneration Committee with the Nominations Committee and form a committee
known as the Human Resources, Remuneration and Nominations Committee.
The primary duty of the committee in terms of the nomination process is to ensure that the procedures for appointments to the board are
formal and transparent, by making recommendations to the board on all new board appointments and reviewing succession planning for directors.
The committee also has to evaluate all candidates for the position of director on the basis of skill and experience.
Thorough background checks are conducted.
N Tsengwa chairs all sections of meetings of the committee dealing with human resources and remuneration.
However sections dealing with matters related to nominations are chaired by T Eloff, the Chairman of the board, who was appointed as a
member of the committee to replace JJ Geldenhuys who resigned as member upon his retirement from the board on 31 May 2014.
Members of the Human Resources, Remuneration and Nominations Committee are:
| |
Independent |
|
| Member |
Non-executive |
Period |
| N Tsengwa (chairman for human resources and remuneration function) |
Yes |
May 2009 to date |
| T Eloff (chairman for nominations function) |
Yes |
June 2014 to date |
| IS Fourie |
Yes |
October 2010 to date |
The committee is constituted as a board committee and assists the board in discharging its responsibilities for the development of the
company’s general policy on executive and senior management remuneration and to determine specific remuneration packages for executive
directors of the company, including but not limited to basic salary, benefits in kind, bonuses, performance-based incentives, retention
incentives, share incentives, pensions and other benefits.
The committee determines criteria necessary to measure the performance of executive directors in discharging their functions and
responsibilities.
Further information regarding the activities of the committee is available in the Remuneration Report on pages 64 to 67.
Social and Ethics Committee
A Social and Ethics Committee has been established consisting of four members.
A formal mandate and terms of reference have been approved by the board.
Members of the advisory panel have been identified and appointed. The Chairman of the committee is present at the annual general meeting
and will be available to report to shareholders on the matters within its mandate.
Members of the Social and Ethics Committee:
| |
Independent |
|
| Member |
Non-executive |
Period |
| T Eloff (chairman) |
Yes |
October 2011 to date (note 1) |
| GD Arnold |
No |
October 2011 to date |
| LW Hansen |
No |
October 2011 to date |
| TP Maumela |
Yes |
August 2014 to date (note 2) |
Note 1 Dr T Eloff has resigned as member of the committee with effect from 12 November 2015
Note 2 Mrs T P Maumela has been appointed as chairman of the committee with effect from 12 November 2015.
The advisory panel consists of:
•
three members who are employees of the group;
•
three members who are from a registered profession, namely:
one member who is an expert on the Consumer Protection Act;
one member who is an expert on environmental issues; and
one member who is an expert on theology and ethics.
•
three members who represent the community and public interest.
The main functions of the committee are:
Monitor the company’s activities, having regard to any relevant legislation, other legal requirements and codes of best practice, including
but not limited to:
•
social and economic development;
•
good corporate citizenship;
•
environment, health and public safety;
•
consumer relationships;
•
labour and employment;
•
drawing matters within its mandate to the attention of the board; and
•
reporting annually to the shareholders at the company’s annual general meeting on matters within its mandate.
The committee’s approved work plan for the short to medium term will focus on:
• Human Rights
To support and ensure respect for the protection of internationally proclaimed human rights.
• Labour
To uphold the freedom of association and the effective recognition of the right to collective bargaining, the elimination of all forms of
forced and compulsory labour, the effective abolition of child labour and the elimination of discrimination in respect of employment and
occupation.
• Environment
To support a precautionary approach to environmental challenges, undertake initiatives to promote greater environmental responsibility
and encourage the development and diffusion of environmental friendly technologies.
• Anti-corruption
To work against corruption in all its forms, including extortion and bribery.
• Social and ethical awareness
To conduct ethical climate surveys.
• Community upliftment and donations
To develop guidelines for charities and sponsorships.
• Consumer development
To ensure compliance with the Consumer Protection Act.
• Environment and sustainability reporting
To investigate areas which do not fall within the scope of responsibilities of the audit and risk management committee.
For more information regarding the activities of the committee, refer to the Social and Ethics Report on pages 68 to 69.
Organisational integrity and ethics
We maintain a Code of Ethics, which requires all employees, managers and directors to comply with the letter and spirit of the code by
observing the highest ethical standards and ensuring that all business practices are conducted ethically.
A policy provides a guideline as to what constitutes fraud, theft, corruption, or associated internal irregularities, to outline our
response to these, and to detail the procedures to be followed in order to report such incidents that are suspected or discovered.
We have a “zero tolerance” approach towards fraud and corruption and protect employees who raise concerns relating to fraud and corruption
from victimisation.
We utilise the services of Deloitte & Touche to provide an independent “Tip-offs anonymous” hotline.
All incidents reported are investigated and appropriate action taken in terms of the relevant policies and disciplinary procedures.
Copies of our ethics policy are displayed on all notice boards, laminated abridged copies are handed to every employee and the Chief
Operating Officer of each business unit is tasked to act as champion for his business unit to ensure that the ethics policy is understood
and adhered to by all employees.
The ethics policy forms a permanent part of every management agenda and external suppliers are required to adhere to the ethics policy.
Any non-adherence is reported to business unit management and in turn reported to the Chief Executive Officer and ultimately to the board.
The Code of Ethics deals with:
- complying with all laws, regulations and codes;
- culture, ethics and values;
- dealing openly and honestly with customers, suppliers and other stakeholders;
- respecting and protecting privacy and confidentiality;
- respecting human rights and dignity of employees;
- social responsibility;
- guidelines in respect of receiving and giving gifts and entertainment;
- prohibiting the acceptance of bribes, directly or indirectly;
- prohibiting the payment or offering of bribes;
- integrity of financial information;
- protection of confidential information
- protection and use of company property;
- conflict of interest; and
- action on contravention of the code.
In terms of accountability, all employees are required to:
- commit to individual conduct in accordance with the Code of Ethics;
- observe both the spirit and the letter of the law in their dealings on the group’s behalf;
- recognise the group’s responsibility to its shareholders, customers, employees, suppliers and to society;
- conduct themselves as responsible members of society, giving due regard to health, safety and environmental concerns, and
human rights, in the operation of the group’s business; and
-
report any suspected breach of the law or the Code of Ethics to the internal audit department or the board who will protect those who
report violations in good faith.
The board accepts overall responsibility for the adherence to the Code of Ethics and has no reason to believe that there has been any
material non-adherence to the code of ethics during the year under review.
The Code of Ethics is reviewed on a regular basis by the Social and Ethics Committee.
A copy of the abridged code is available on our website, www.astralfoods.com
Restrictions on share dealings
Directors and employees are prohibited from dealing in Astral shares during price-sensitive periods.
Closed periods extend from 31 March and 30 September, being the commencement of the interim and year-end reporting dates, up to the date of
announcement of interim and year-end results, and include any other period during which the company is trading under a cautionary
announcement.
All directors are required to obtain written permission from the Chairman before dealing in any Astral shares in order to protect them
against possible and unintentional contravention of the insider-trading laws and stock exchange regulations.
Participants in our share incentive schemes are subject to the rules of the schemes and the provisions of the Listings Requirements of the
JSE Limited.
Management reporting
We have comprehensive management reporting disciplines, which include the preparation of strategic plans and annual budgets by all operations.
Group strategic plans and budgets are considered and approved by the board.
Results and the financial status of the operations are reported monthly and compared with approved budgets and results of the previous year.
Working capital requirements and borrowing levels are monitored on an ongoing basis and corrective or remedial action is taken as appropriate.
Company secretary
The Company Secretary is suitably qualified and experienced and plays an important role in ensuring that the board procedures are followed
correctly and reviewed regularly.
The Company Secretary is responsible for the duties set out in section 88 of the Companies Act No 71 of 2008 and is appropriately empowered
by the board to fulfil these duties.
The board assesses the qualification, competence and expertise of the Company Secretary and confirms her suitability in terms of the JSE
Listings Requirements on an annual basis.
For further information on the Company Secretary, please refer to corporate services on page 45.
The Company Secretary is not a director of any of the Astral group’s operations and accordingly maintains an arm’s length relationship with
the board and its directors.
In order to confirm the Company Secretary’s arm’s length relationship with the board, the following factors are taken into consideration:
- The Company Secretary is independent from management.
- The board empowers the Company Secretary to act as gatekeeper of good corporate governance.
- There are no special ties between the Company Secretary and any of the directors.
- The Company Secretary is not party to any major contractual relationship which may affect her independence.
- There are no matters affecting the Company Secretary’s ability to adequately and effectively perform her company secretarial duties.
The annual assessment concluded that the Company Secretary, when engaging with the board, acted professionally, independently from the
board and interacted on an equal footing with the board.
The conduct between the Company Secretary and the board was without influence or undue pressure.
Engagement with shareholders and investors
In accordance with our commitment to ensure that the interests of our management are aligned with those of shareholders, we manage a
dedicated programme to engage with analysts, investors and large individual shareholders. This includes, amongst others, timeous, relevant,
honest and accessible announcements and circulars to shareholders in accordance with the JSE Listings Requirements.
For further information on stakeholder communication, please refer to the Stakeholder Engagement Report on page 35.
Political party contributions
We do not make any contributions to political parties.
Whistleblowing measures
In accordance with the provisions of the Protected Disclosures Act No 26 of 2000, management has ensured that no employee who has made a
protected disclosure shall be subject to any occupational detriment and shall be afforded anonymity without fear of consequential victimisation.
King Code of Governance for South Africa 2009 – Compliance Assessment Summary
A copy of the King Code of Governance for South Africa 2009 – Compliance Assessment Summary is available on
www.astralfoods.com