The board and its committees

Ultimate responsibility for ensuring full and effective control of the group’s businesses rests with the KAP board.

The responsibilities and powers of the board are defined in the board charter. There is a clear balance of power and authority at board level.

We have adopted a decentralised approach to the management of our day-to-day operations. This is subject to compliance with the company’s control and approvals framework, as well as the systems and governance policies set by the board.

The defined governance structure of the group facilitates the board’s effective monitoring of our divisions’ compliance with group and divisional policies. Decisions on material matters are reserved for the board. Decisions made by the board are taken in the best interests of the company, and take into account the legitimate interests and expectations of our stakeholders as well as the long-term sustainability of our operations.

In order to assist the board in the execution of its duties, it has established certain functional committees.

The committees of the board include the audit and risk committee, the human capital and remuneration committee, the nomination committee, the social and ethics committee, and the investment committee. These committees are, in turn, supported by divisional structures, which include divisional boards of directors and divisional board committees, including an audit and risk committee, and a human capital and remuneration committee. These divisional structures are in place for all significant subsidiaries.

These robust committee and reporting structures in place throughout the group demonstrate our commitment to sound corporate governance and afford our stakeholders the assurance that the group’s businesses are managed responsibly.

Compliance with legal, best practice guidelines and regulatory requirements

In all governance issues, we adhere to the guidelines set out in the King IV Report on Corporate Governance™ for South Africa (2016) (‘King IV™’), which operates on an ‘apply and explain’ basis. The corporate governance report provides a narrative explanation of how we have applied the 16 King IV™ principles applicable to our business throughout our operations.

KAP has met its reporting requirements relating to King IV™, the Listings Requirements of the JSE Limited, the Companies Act of South Africa (No. 71 of 2008), as amended, and the Companies Regulations (2011).

The directors of KAP confirm that, to the best of their knowledge, KAP has complied with the provisions of the Companies Act and has operated in accordance with its memorandum of incorporation during the reporting period.