The board and its committees

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

The company has adopted a decentralised approach to the management of our day-to-day divisional operations, subject to compliance by the divisions with the company’s control and approvals framework and the systems and governance policies set by the board.

The defined reporting lines from divisional management level to the board facilitate the board’s effective monitoring of our divisions’ compliance with group and divisional policies. Unless pre-approved materiality levels apply, decisions on material matters are reserved for the board, including, but not limited to, decisions on the allocation of capital resources, the authorisation of capital expenditure, property transactions, borrowings and investments. Decisions made by our board are taken in the best interest of the company, and take into account the legitimate interests and expectations of our stakeholders and the sustainability of the company’s operations.

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

The board committees that support the board of directors include the audit and risk, human capital and remuneration, nomination, social and ethics and the investment committees. The board committees, in turn, are supported by corporate committees and divisional structures to ensure continuous oversight. The divisions are governed by divisional boards of directors and divisional board subcommittees, including audit and risk and human capital and remuneration subcommittees. These divisional structures are in place for all significant subsidiaries. The robust committee and reporting structures in place across the group underpin 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

The company applies 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 the company has applied the 16 King IV™ principles across its operations.

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

Compliance with laws and regulations
The KAP directors have confirmed that, to the best of their knowledge, KAP complied with the provisions of the Companies Act of South Africa and operated in accordance with its memorandum of incorporation during the year under review.


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