OUR GOVERNANCE

Giving effect to corporate governance / alignment to King IV principles

OUR GOVERNANCE

Giving effect to corporate governance / alignment to King IV principles

Governance of functional areas

COMPLIANCE GOVERNANCE | PRINCIPLE 13 applied

The Board governs compliance with applicable laws, and adopted non-binding rules, codes and standards in a way that supports the SANBS being ethical and a good corporate citizen.

Summary of the arrangements for governing compliance

  • A Board approved Compliance Management Policy and Manual
  • Implementation delegated to Compliance Officer who reports to the Company Secretary
  • A software solution (Exclaim) to monitor applicable new and evolving legislation/regulation
  • Compliance monitoring

Key areas of focus during the reporting period


Measures taken to monitor compliance and how the outcomes were addressed

  • The Board receives summary reports from the RTIG and CGC
  • Refer to Principle 2 of this Integrated Report in which we outline our approach to ethics

Planned areas of future focus


  • RTIG Committee Focus 2023
  • CGC Committee Focus 2023

Governance of functional areas

COMPLIANCE GOVERNANCE | PRINCIPLE 13 applied

The Board governs compliance with applicable laws, and adopted non-binding rules, codes and standards in a way that supports the SANBS being ethical and a good corporate citizen.

Summary of the arrangements for governing compliance

  • A Board approved Compliance Management Policy and Manual
  • Implementation delegated to Compliance Officer who reports to the Company Secretary
  • A software solution (Exclaim) to monitor applicable new and evolving legislation/regulation
  • Compliance monitoring

Key areas of focus during the reporting period

Measures taken to monitor compliance and how the outcomes were addressed

  • The Board receives summary reports from the RTIG and CGC
  • Refer to Principle 2 of this Integrated Report in which we outline our approach to ethics

Planned areas of future focus

  • RTIG Committee Focus 2023
  • CGC Committee Focus 2023

REMUNERATION GOVERNANCE | PRINCIPLE 14 applied

The Board ensures that the SANBS remunerates fairly, responsibly and transparently to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term.

Summary of the arrangements for governing remuneration

  • Remuneration and Employment policies
  • Implementation delegated to HR Executive via the CEO
  • Non-Executive Director Remuneration Policy
  • A Human Resources and Remuneration Committee (HR and Remco) to ensure fair, responsible and transparent remuneration practices
  •  Quarterly remuneration reporting to HR & Remco
  • Remuneration Benchmarking
  • Approval of NED fees by Council

Key areas of focus during the reporting period


Measures taken to monitor remuneration and how the outcomes were addressed

  • Board receives summary reports from the HR & Remco
  • The Board approves business targets at the beginning of every financial year and reviews the results at the end of the year before making a final decision regarding payment of any incentives
  • Refer to our Remuneration section of the Integrated Report

Planned areas of future focus


REMUNERATION GOVERNANCE | PRINCIPLE 14 applied

The Board ensures that the SANBS remunerates fairly, responsibly and transparently to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term.

Summary of the arrangements for governing remuneration

  • Remuneration and Employment policies
  • Implementation delegated to HR Executive via the CEO
  • Non-Executive Director Remuneration Policy
  • A Human Resources and Remuneration Committee (HR and Remco) to ensure fair, responsible and transparent remuneration practices
  •  Quarterly remuneration reporting to HR & Remco
  • Remuneration Benchmarking
  • Approval of NED fees by Council

Key areas of focus during the reporting period

Measures taken to monitor remuneration and how the outcomes were addressed

  • Board receives summary reports from the HR & Remco
  • The Board approves business targets at the beginning of every financial year and reviews the results at the end of the year before making a final decision regarding payment of any incentives
  • Refer to our Remuneration section of the Integrated Report

Planned areas of future focus

ASSURANCE | PRINCIPLE 15 applied

The Board ensures that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal decision-making and of the SANBS’ external reports.

Summary of the arrangements for governing assurance

  • Well embedded Combined Assurance Model
  • Audit Committee oversees assurance:
    • Assurance Plans (internal and external audits)
    • Results of assurance reviews/audits
    • Implementation of agreed remedial actions
  • Quarterly assurance reporting to the Audit Committee

Key areas of focus during the reporting period


Measures taken to monitor assurance and how the outcomes were addressed

  • Considered results of internal and external assurance provider reports
  • Oversee the implementation of agreed remedial actions for improvements required in the internal control environment (processes and systems etc)
  • Audit Committee Report
  • Assurance provided on the 2022 Integrated Report
  • Auditors Report in the Annual Financial Statements

Planned areas of future focus


ASSURANCE | PRINCIPLE 15 applied

The Board ensures that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal decision-making and of the SANBS’ external reports.

Summary of the arrangements for governing assurance

  • Well embedded Combined Assurance Model
  • Audit Committee oversees assurance:
    • Assurance Plans (internal and external audits)
    • Results of assurance reviews/audits
    • Implementation of agreed remedial actions
  • Quarterly assurance reporting to the Audit Committee

Key areas of focus during the reporting period

Measures taken to monitor assurance and how the outcomes were addressed

  • Considered results of internal and external assurance provider reports
  • Oversee the implementation of agreed remedial actions for improvements required in the internal control environment (processes and systems etc)
  • Audit Committee Report
  • Assurance provided on the 2022 Integrated Report
  • Auditors Report in the Annual Financial Statements

Planned areas of future focus

Stakeholder relationships

STAKEHOLDERS | PRINCIPLE 16 applied

In the execution of its governance role and responsibilities, the Board adopts a stakeholder-inclusive approach that balances the needs, interests and expectations of material stakeholders in the best interest of the SANBS over time.

Summary of the arrangements for governing and managing stakeholders

  • The Governance, Social and Ethics and Committee (GSEC) oversees the SANBS’ approach to stakeholder engagement
  • Implementation delegated to the Stakeholder Engagement Manager
  • Quarterly stakeholder management reporting to GSEC
  • Stakeholder engagement surveys

Key areas of focus during the reporting period


Measures taken to monitor stakeholders and how the outcomes were addressed

  • Considered results of the stakeholder engagement survey and action plans to address areas of improvement
  • Our stakeholder management approach

Planned areas of future focus


  • GSEC focus 2023
  • Appointment of a Stakeholder Engagement Manager

Stakeholder relationships

STAKEHOLDERS | PRINCIPLE 16 applied

In the execution of its governance role and responsibilities, the Board adopts a stakeholder-inclusive approach that balances the needs, interests and expectations of material stakeholders in the best interest of the SANBS over time.

Summary of the arrangements for governing and managing stakeholders

  • The Governance, Social and Ethics and Committee (GSEC) oversees the SANBS’ approach to stakeholder engagement
  • Implementation delegated to the Stakeholder Engagement Manager
  • Quarterly stakeholder management reporting to GSEC
  • Stakeholder engagement surveys

Key areas of focus during the reporting period

Measures taken to monitor stakeholders and how the outcomes were addressed

  • Considered results of the stakeholder engagement survey and action plans to address areas of improvement
  • Our stakeholder management approach

Planned areas of future focus

  • GSEC focus 2023
  • Appointment of a Stakeholder Engagement Manager

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Let's Connect

Head Office

  • 1 Constantia Boulevard Constantia Kloof, Roodepoort, 1709
  • (011) 761-9000
  • customerservice@sanbs.org.za

Main Links

Ⓒ 2022 - All Rights Are Reserved. SANBS Integrated Report. Created by Joshero (Pty) Ltd.

Head Office

  • 1 Constantia Boulevard Constantia Kloof, Roodepoort, 1709
  • (011) 761-9000
  • customerservice@sanbs.org.za

Main Links

Ⓒ 2022 - All Rights Are Reserved. SANBS Integrated Report. Created by Joshero (Pty) Ltd.