We are committed to continuously integrate the principles of good corporate governance into our strategy, ERM and day-to-day decision-making. We recognise and believe that good corporate governance supports the long-term sustainability of our group.
This corporate governance summary provides an overview of our corporate governance framework and our approach to governance. Our comprehensive corporate governance report is published on our website and contains details of the approach we have adopted to ensure the application of the principles contained in the King Report on Corporate Governance™ for South Africa, 2016 (King IV™) during the financial year ended 30 June 2023. Please refer to this report to understand how KAP ‘applies and explains’ the principles contained in King IV™.
We are committed to and maintain high standards of governance that are consistent with regulatory requirements and evolving best practices, and are aligned with the company’s strategy and risk appetite. Effective corporate governance is not only about overseeing the company’s activities and practices, but also doing so in a way that creates enduring value for stakeholders.
It entails the board understanding the challenges and opportunities of a changing industry and economy, knowing our business and our risks, and setting robust standards and principles that will guide the company to ensure we are constantly enhancing value for our stakeholders.
We view corporate governance as integral to ensuring that KAP remains a good corporate citizen while we pursue our strategic objectives.
Application of King IV™
The general principles of the King Committee on the corporate governance regime have been incorporated into the group’s structures for many years. During the year under review, the group continued to apply the corporate governance principles and recommended practices as advocated in King IV™ on a holistic, substance-over-form basis. This approach serves KAP better than a mechanistic tick-box approach, as it achieves the recommended King IV™ outcomes by applying, in some instances, practices other than those specifically detailed in King IV™.
As suggested by King IV™, we have also applied the principle of materiality in relation to the inclusion of information in this summarised report and our integrated report, which could substantively affect the organisation’s ability to create value over the short, medium and long term.
Where necessary, policies, procedures, terms of references, charters, frameworks and structures are amended from time to time, as approved by the board, to refine alignment with the latest prescripts of King IV™, changing statutory requirements, and business imperatives.
CORPORATE GOVERNANCE FRAMEWORK
The corporate governance framework provides an overview of the corporate governance structures across the group which enable us to manage our operations effectively and meet our statutory and regulatory requirements. The purpose of the framework is to:
provide the guiding principles and the statutory and regulatory framework that underpin the principles of effective corporate governance;
define the governance structures and role players;
provide an approvals framework for the board and the divisions through which authority is delegated and the concentration risk of decision-making is mitigated;
distinguish between the role of the holding company board and our subsidiary boards;
facilitate effective, balanced and transparent decision-making at all levels in the group; and
establish, maintain and monitor the system of internal controls.
Our governance structures achieve the following positive outcomes in line with those recommended by King IV™:
BOARD OF DIRECTORS AND BOARD COMMITTEE STRUCTURES
The board provides leadership and strategic guidance to ensure value creation for all stakeholders. This is done within an ERM framework and an effective system of internal controls. This approach makes it possible to assess and manage risk within defined levels of risk appetite and tolerances to support sustainable development and growth. The board operates under the guidance of a charter and our code of ethics, has ultimate accountability and responsibility for the performance and affairs of the company, and ensures that the group adheres to high standards of ethical behaviour in line with our values.
The board committees assist executive directors in discharging their duties and responsibilities. Each board committee has a formal charter that is reviewed at least annually. Formal annual work plans are aligned with the relevant charters and guide the meeting agendas to ensure that each committee is able to monitor practically whether it is discharging its delegated duties and responsibilities.