Governance, commitments & engagement 4.1-4.17

  • 4.1 Governance structure of the organisation, including committees under the highest governance body responsible for specific tasks, such as setting strategy or organisational oversight.

    Integrated Report 2013:
    Corporate governance report 2013:



    The board and its committees are constituted in terms of the requirements of the Companies Act and The King Report on Governance for South Africa (King III), and are governed by written terms of reference.

    The board recognises it is the central point for and custodian of corporate governance. As such, the board always strives to ensure that the group aligns itself with local and international codes of good corporate governance, seeks to apply best practice and follows relevant trends of good corporate governance.

    King III became effective for the group in its 2011 financial year. The board continuously reviews the extent to which Barloworld applies the principles and recommended practices.

    This review identifies the governance principles already being applied and those which the company needs to address or further entrench. The review also identifies areas of improvement or ways in which our governance practices could be enhanced. 

    The group applies the governance principles contained in King III and continues to further entrench and strengthen recommended practices in our governance structures, systems, processes and procedures. 

    Membership of the board, which is the group’s ultimate governance structure, is reflected in the table below.  Also reflected is membership of board sub-committees.

    Board and subcommittees composition

    Name   Year
    appointed
      Audit   General
    purposes
      Nomination   Remuneration   Risk and
    sustainability
      Social,
    ethics and
    transformation
     
    INDEPENDENT NON-EXECUTIVE DIRECTORS                              
    DB (Dumisa) Ntsebeza (chairman)   1999       chairman   chairman   member       member  
    AGK (Gordon) Hamilton   2007   chairman   member   member   member   member      
    SS (Bongi) Mkhabela   2006           member           chairman  
    B (Babalwa) Ngonyama   2012   member           member          
    SS (Sango) Ntsaluba   2008   member           member   chairman      
    SB (Steve) Pfeiffer   2001       member   member   chairman          
    NON-INDEPENDENT,NON-EXECUTIVE DIRECTORS                              
    NP (Neo) Dongwana   2012                   member      
    TH (Hixonia) Nyasulu   2007       member                  
    EXECUTIVE DIRECTORS                              
    CB (Clive) Thomson                              
    (chief executive)   2003       member           member   member  
    PJ (John) Blackbeard   2004                   member   member  
    PJ (Peter) Bulterman   2009                   member      
    M (Martin) Laubscher   2005                   member      
    OI (Isaac) Shongwe   2007                   member   member  
    DG (Don) Wilson   2006                   member      
    CHANGE OF DIRECTORATE                              
    G (Gonzalo) Rodriquez de Castro Garcia de los Rios       retired with effect from 23 January 2013  
    A (Alexander) Landia       appointed with effect from 1 October 2013  

    Board Diversity

      Age     Male Female White Other  
      <50 yrs 50 – 60 yrs >60 yrs
      14% 64% 21% 71% 29% 50% 50%  

  • 4.2 Indicate whether the Chair of the highest governance body is also an executive officer.

    Integrated Report 2013:
    Corporate governance report 2013:

    The chair of the highest governance body, the board of directors, is not an executive officer.

    No individual has unfettered powers of decision-making. Responsibility for running the board and executive responsibility for conducting the business are differentiated. Advocate Dumisa Ntsebeza SC, an independent non-executive director, is chairman of the board and Clive Thomson, an executive director, is chief executive officer.

    The roles of the chairman and chief executive are separate and clearly defined. The chairman is responsible for leadership of the board, ensuring its effectiveness on all aspects of its role and setting its agenda. The chief executive provides leadership to the executive team in running the business and co-ordinates proposals developed by the executive committee for consideration by the board.


  • 4.3 For organisations that have a unitary board structure, state the number and gender of members of the highest governance body that are independent and/ or non-executive members.

    Integrated Report 2013:
    Annual General Meeting Document 2013:
    Corporate governance report 2013:

    Considerable thought is given to board balance and composition. Collectively the board believes that the current mix of knowledge, skill and experience meets requirements to lead the company effectively. The board has fourteen (14) directors, comprising eight (8) non-executive directors, and six (6) executive directors. There are four (4) female directors.

    Having reached retirement age, Mr Gonzalo Rodriquez de Castro Garcia de los Rios retired from the board on 23 January 2013.

    Dr Alexander Landia was appointed to the board on 1 October 2013 as an independent non-executive director.

    The Barloworld board has a majority of non-executive directors. The board considers six of the eight non-executive directors to be independent. Ms Hixonia Nyasulu is not regarded as independent in view of her participation in the black ownership transaction that resulted in the transfer to her, indirectly or directly, of shares that are considered to be material in relation to her personal wealth. Ms Neo Dongwana is not considered independent as she was a partner in Deloitte, the company’s external auditors, until December 2010. Despite the determination reached, the board believes the skills, knowledge and experience of these directors remain valuable to the organisation.

    Board and committee composition

    Name   Year
    appointed
      Audit   General
    purposes
      Nomination   Remuneration   Risk and
    sustainability
      Social,
    ethics and
    transformation
     
    INDEPENDENT NON-EXECUTIVE DIRECTORS                              
    DB (Dumisa) Ntsebeza (chairman)   1999       chairman   chairman   member       member  
    AGK (Gordon) Hamilton   2007   chairman   member   member   member   member      
    SS (Bongi) Mkhabela   2006           member           chairman  
    B (Babalwa) Ngonyama   2012   member           member          
    SS (Sango) Ntsaluba   2008   member           member   chairman      
    SB (Steve) Pfeiffer   2001       member   member   chairman          
    NON-INDEPENDENT,NON-EXECUTIVE DIRECTORS                              
    NP (Neo) Dongwana   2012                   member      
    TH (Hixonia) Nyasulu   2007       member                  
    EXECUTIVE DIRECTORS                              
    CB (Clive) Thomson                              
    (chief executive)   2003       member           member   member  
    PJ (John) Blackbeard   2004                   member   member  
    PJ (Peter) Bulterman   2009                   member      
    M (Martin) Laubscher   2005                   member      
    OI (Isaac) Shongwe   2007                   member   member  
    DG (Don) Wilson   2006                   member      
    CHANGE OF DIRECTORATE                              
    G (Gonzalo) Rodriquez de Castro Garcia de los Rios       retired with effect from 23 January 2013  
    A (Alexander) Landia       appointed with effect from 1 October 2013  

    Board and subcommittees composition



  • 4.4 Mechanisms for shareholders and employees to provide recommendations or direction to the highest governance body.

    Integrated Report 2013:
    Annual General Meeting Document 2013:
    Corporate governance report 2013:

    The company is a strong proponent of transparency, best-practice disclosure, consistent communication and equal and timely dissemination of information to shareholders. It encourages active participation by shareholders at general meetings and maintains an investor relations programme which, inter alia, organises for corporate and divisional executives to attend regular meetings with shareholders and potential investors.

    The company has regular dialogue with institutional shareholders where it believes this to be in the interests of shareholders generally.  Feedback from these visits is shared with the board. The chairman routinely offers key shareholders the opportunity of meeting to discuss governance, strategy or other matters. 

    The interests of private shareholders remain paramount and, recognising their needs, our website contains information on a range of investor relations and material issues, including an update on activities, copies of all presentation materials given to institutional investors and further explanation of matters in the integrated report. 

    The Annual General Meeting is normally attended by all directors. Shareholders are encouraged to attend and to ask questions. They also have the opportunity to meet with directors after formal proceedings have ended.

    The notice of annual general meeting, detailing all proposed resolutions, appears in the Barloworld Annual General Meeting document.

    Barloworld complies with all legal communication requirements. The group regularly engages its shareholders and the investor community through a number of interventions, including: 

    Bi-annual results presentations
    Annual general meetings
    Annual reporting
    Investor conferences and presentations
    Investor site visits and ‘Roadshows’
    Media releases
    Focused surveys

    Employee engagement processes provide opportunities for our people to make recommendations and influence direction and include:

    Individual meetings
    Structured team forums
    Individual and team performance discussions
    Briefings
    Strategic plan briefings
    Anonymous, structured individual perception surveys
    Global Leaders Conferences at which the top leadership team participates in formulating the company’s strategy and related issues. The most recent conference was held in March 2013 and attended by 180 members of the group’s top leadership team.
    Employees are able to bring governance matters to the Board’s attention using the Ethics/Tip Offs Anonymous lines.

  • 4.5 Linkage between compensation for members of the highest governance body, senior managers, and executives (including departure arrangements), and the organisation's performance (including social and environmental performance).

    Integrated Report 2013:
    Corporate governance report:
    Remuneration report 2013:

    The remuneration committee makes recommendations to the board on the structure and development of policy on executive and senior management remuneration, taking into account market conditions. It determines the criteria necessary to measure the performance of executive directors in discharging their functions and responsibilities. It also determines remuneration packages for the chief executive officer and executive directors of the company.

    For non-executive directors, the committee makes recommendations to the board on fees to be paid to each non-executive director for services rendered as a member of the board or a board sub-committee. Once these fees have been adopted by the board, they are submitted to shareholders at the general meeting for approval prior to implementation and payment. Details of fees proposed to shareholders for approval are set out in the notice of annual general meeting.

    Where appropriate, the committee consults with the chief executive or other executive or non-executive directors in fulfilling their duties under the committee’s terms of reference.

    Key responsibilities and role of the committee include:

    Determining any criteria necessary to measure the performance of executive directors in discharging their functions and responsibilities
    Reviewing the terms and conditions of the chief executive and executive directors’ service agreements, taking into account relevant market information and information from comparable companies where relevant, to ensure that they are fairly, but responsibly appraised and rewarded for their individual contributions towards enhancing the company’s performance
    Determining specific remuneration packages for the chief executive and executive directors of the company, including but not limited to basic salary, benefits in kind, any annual bonuses, performance-based incentives, share-based incentives, pensions and other benefits
    Determining any grants to executive directors and other senior employees made pursuant to any executive share scheme adopted by the company in the annual general meeting.

    Executive incentivisation includes addressing central aspects of group strategy including sustainable development objectives such as energy and emissions efficiency. Managing of this process is facilitated through an integrated performance scorecard system.  

  • 4.6 Processes in place for the highest governance body to ensure conflicts of interest are avoided.

    Integrated Report 2013:
    Corporate governance report 2013:

    The board recognises the importance of acting in the best interest of the company and protecting the legitimate interests and expectations of its stakeholders. The board consistently applies the provisions of the South African Companies Act and JSE Listing Requirements on disclosing or avoiding conflicts of interest. Directors are required to declare their interests in general annually, and specifically at each meeting of the board, as well as to recuse themselves when appropriate.

    Among other measures to deal with conflicts of interest the company has a policy that addresses accepting gifts. This requires that gifts be officially declared and registered on the company’s gift register.


  • 4.7 Process for determining the composition, qualifications and expertise of the members of the highest governance body for guiding the organisation's strategy on economic, environmental, and social topics, including any consideration of gender and other indicators of diversity.

    Integrated Report 2013:
    Corporate governance report 2013:

    To ensure a rigorous and transparent procedure, any appointment of a director is considered by the board as a whole, on recommendation of the nomination committee.

    The selection process involves considering the existing balance of skills and experience and continuously assessing the needs of the company.  Barloworld’s commitment to empowerment and transformation and the ideal that its employee and leadership profile should reflect the society in which it operates, is an essential element of this process. Non-executive directors are required to devote sufficient time to the company’s affairs.

    While there is no formal limit on the number of other appointments directors can hold, approval must be obtained from the chairman prior to accepting additional commitments that may affect the time that can be devoted to the company.  Non-executive directors are required to advise the board of subsequent changes or additional commitments from time to time as approved by the chairman.

    Executive directors are permitted to accept external non-executive board appointments limited to a single external ‘for profit’ board.

    Independence of non-executive directors

    The Barloworld board has a majority of non-executive directors.  The board considered the independence of directors, evaluating the rationale and purport of the requirements of independence in King III. An assessment, considering the salient factors and unique circumstances of each person, was performed for each non-executive director.

    In addition, the independence of non-executives who have served on the board for longer than nine years was assessed.

    The board is satisfied that six of the eight current non-executive directors are independent.

    Ms Hixonia Nyasulu is not regarded as independent in view of her participation in the black ownership transaction that resulted in the transfer to her, indirectly or directly, of shares that are considered to be material in relation to her personal wealth. Ms Neo Dongwana is not considered independent as she was a partner in Deloitte, the company’s external auditors, until December 2010. Despite the determination reached, the board believes the skills, knowledge and experience of these directors remain valuable to the organisation.

       
  • 4.8 Internally developed statements of mission or values, codes of conduct, and principles relevant to economic, environmental, and social performance and the status of their implementation.

    Integrated Report 2013:
    Corporate governance report 2013:

    A number of these have been developed and contextualised in an overall framework.

    The commitment to building and sustaining an ethical organisational culture is entrenched in the company’s vision, mission, strategies and operations. The board assumes ultimate responsibility for the company’s ethical performance by delegating to executive management the task of setting up a well-designed and properly implemented ethics management process.

    In May 2011 the board approved an ethics and compliance programme for the group. This is designed to further entrench and integrate the requirements of good corporate governance throughout the group. The programme addresses ethics and governance, includes executive commitment, the Worldwide Code of Conduct, systems infrastructure and due-diligence standards. The compliance standards provide the operational requirements for setting and maintaining policies, training, communication and reporting. 

    The business of the group and its relationship with stakeholders is governed by a Worldwide Code of Conduct, a Code of Ethics and a group stakeholder policy, approved by the board.

    The Worldwide Code of Conduct articulates Barloworld’s commitment to doing business the right way, according to best practices, guided by the values of integrity, excellence, teamwork and commitment. The Code of Ethics enjoins Barloworld directors, management, employees and stakeholders to obey the law, respect others, be fair, honest and protect the environment. The group stakeholder policy provides a stakeholder consultation and relationship management framework and guiding principles. 

    These guiding principles are supported by a group anti-fraud policy and a policy dealing with gifts and hospitality.

    In addition, other policies approved in the current year include the Barloworld Due Diligence policy that sets out minimum standards for doing business with third party service providers and suppliers. There is also a policy dealing with Sponsorship and Donations and a policy on Hosting Customer Events.

    A Supplier Code of Conduct has been developed and approved and will be implemented appropriately by the divisions.

    The board and management understand that the company is not only an economic entity but a corporate citizen and, as such, it has a social and moral standing in society with all the responsibilities of that status.

    The board is therefore responsible for ensuring that the group protects, enhances and invests in the wellbeing of the economy, society and the natural environment and pursues its activities within the limits of social, political and environmental responsibilities outlined in various international conventions. To give effect to the group’s commercial, social and moral responsibilities, a number of standards, guidelines, policies and codes of practice apply, including:

      Barloworld’s 10 Pillars of Sustainability
      Barloworld Anti-Bribery and Corruption Policy
      Barloworld Anti-Fraud Policy
      Barloworld Climate Change Policy
      Barloworld’s Code of Ethics
      Barloworld Due Diligence Policy
      Barloworld Environmental Policy
      Barloworld Group Gifts and Hospitality Policy
      Barloworld Group Policy on Corporate Social Investment
      Barloworld Group Policy on Hosting Customer Events
      Barloworld Group Policy on Sponsorship and Donations
      Barloworld HIV/Aids Code of Good Practice
      Barloworld Policy on Black Economic Empowerment in South Africa
      Barloworld Policy on HIV/Aids in South Africa
      Barloworld Stakeholder Engagement Policy
      Barloworld South African Operations’ dti’s B-BBEE scorecards:
      - Avis Rent A Car SA
      - Barloworld Corporate Office
      - Barloworld Equipment
      - Barloworld Handling
      - Barloworld Logistics
      - Barloworld Power
      - Barloworld Siyakhula
      - Barloworld Motor Retail
      - Zeda Car Leasing (Pty) Ltd
      - Phakisaworld Fleet Solutions Pty Ltd
    Barloworld Water Use and Management Policy
    Barloworld Worldwide Code of Conduct

    Available on www.barloworld.com


  • 4.9 Procedures of the highest governance body for overseeing the organisation's identification and management of economic, environmental, and social performance, including relevant risks and opportunities, and adherence or compliance with internationally agreed standards, codes of conduct, and principles.

    Integrated Report 2013:
    Corporate governance report 2013:
    Remuneration report 2013:

    There are essentially three aspects to this:

    1. Oversight and approval of the group’s strategic plan
    2. Review of group performance at quarterly board meetings. This includes:
    a. Economic
    b. Social
    c. Environmental aspects.
    3. Review of performance based on the terms of reference of various board committees which include:
    a. Audit
    b. Social, Ethics and Transformation
    c. Risk and Sustainability
    d. Remuneration
    e. Nomination
    f. General purposes
    g. Executive

    The social, ethics and transformation committee’s responsibilities include adherence and compliance to the Companies Act, internationally agreed standards, codes of conduct and principles, including those in the United Nations Global Compact.

    The board is responsible for ensuring that the group complies with applicable laws and regulations and considers adhering to non-binding rules, codes and standards.

    The board recognises that the group’s operations cover many jurisdictions. These are at different levels of maturity and the rule of law exists in varying degrees with hybrid systems of governance developing in some instances.

    The board strives to ensure appropriate structures, processes and procedures with appropriate checks and balances are established to assist it in discharging its legal responsibilities and overseeing legislative compliance.

    Processes are also in place to ensure that the board is kept abreast of significant developments in applicable laws, rules, codes and standards. Compliance risk thus forms an integral part of the company’s risk management process and the board delegates to management implementation of an effective compliance framework and associated processes.

    The board and management understand the company is not only an economic entity but a corporate citizen and, as such, it has a social and moral standing in society with attendant responsibilities.

    The board is therefore responsible for ensuring the group protects, enhances and invests in the wellbeing of the economy, society and natural environment and pursues its activities within the limits of the social, political and environmental responsibilities outlined in international conventions.

    Identification of risks and opportunities follows a robust and systematic process. A comprehensive risk management policy is in operation throughout the group, complemented by the Barloworld Limited risk management philosophy. This includes dedicated divisional risk assessments with internal audit and group risk management services present. Risk management is incorporated into the group’s strategic planning process.

    In line with international best practice, risks are assessed on their probability, severity and quality of the existing control environment. These measures result in residual risk scores that indicate the importance of the risk and evaluate assessment of progress in addressing identified risks.

    Risks are detailed, comprehensively assessed and managed through acceptance, transfer, avoidance or reduction measures. Details are recorded in divisional and group risk registers.

    Formal reporting to the risk and sustainability committee takes place bi-annually and to the board annually. Initiatives to address identified risks include developing and implementing business continuity and disaster recovery plans. These include information technology and communications solutions as appropriate.

    While this planning is regularly reviewed at executive and board levels, internal audit plays a significant role in reviewing processes and procedures.

  • 4.10 Processes for evaluating the highest governance body's own performance, particularly with respect to economic, environmental, and social performance.

    Integrated Report 2013:
    Corporate governance report 2013:
    Remuneration report 2013:

    Annually, the performance of the chairman, chief executive officer and the board as a whole is appraised. The chairman and chief executive officer do not participate in discussions on their own performance. The chairman holds formal and informal meetings with individual directors during the year and, at the end of the year, there is a formal evaluation exercise.

    After the performance evaluation of individual directors by their peers in 2013, the chairman discussed results with individual directors to obtain comment on issues raised by peers and to provide advice, guidance and offer assistance where appropriate.

    The group’s Annual General Meeting, full-year and interim result presentations and other ad hoc and ongoing stakeholder interventions give external stakeholders an opportunity to review the board’s performance against an open set of criteria including economic, environmental and social performance.


  • 4.11 Explanation of whether and how the precautionary approach or principle is addressed by the organisation.

    The group is mindful of the precautionary principle and its related obligations. Its Code of Ethics and structured risk management approach ensures that future risks to the public and the environment from its activities are identified and considered. Activities related to any identified risk are addressed. This applies to all group activities, including building new facilities. The group’s leading principals would be mindful of this principle in developing and introducing new products.


  • 4.12 Externally developed economic, environmental, and social charters, principles, or other initiatives to which the organisation subscribes or endorses.

    Integrated Report 2013:
    Corporate governance report 2013:

    Obligatory

    1. The King Report on Governance for South Africa (King III), effective in the 2011 financial year

    Voluntarily in the group

    1. Ratified the UN Global Compact in December 2004
    2. Became a signatory to the South African Energy Efficiency Accord in 2005
    3. Is a signatory to the South African National Business Initiative’s (NBI) Energy Efficiency Leadership Network’s (EELN) Pledge which is also signed by the Department of Energy in South Africa in 25 September 2012 (formally)
    4. Applies the South African Department of Trade and Industry’s broad-based black economic empowerment scorecard since its introduction in 2007 and relevant Industry Charters on empowerment and transformation
    5. Certain operations have ISO certifications such as ISO 9001 and ISO 14001 (These have various certification dates and validity periods). Refer PR 5 for more detail .

  • 4.13 Memberships in associations (such as industry associations) and/or national/ international advocacy organisations in which the organisation.

    Integrated Report 2013:

    The group is a member of or / signatory to:

    UN Global Compact
    World Wide Fund For Nature (WWF)
    National Business Initiative (NBI)
    Endangered Wildlife Trust (EWT)
    Business Leadership South Africa [BLSA)
    Business Unity South Africa (BUSA) Climate Change committee
    BUSA Carbon Tax Task Team
    Network for Business Sustainability
    Energy Efficiency Leadership Network (EELN)
    EELN Advisory committee
    Black Management Forum (BMF) in South Africa
    South African Supplier Diversity Council (SASDC)
    World Business Council for Sustainable Development (through NBI)
    The Ethics Institute of South Africa
    The Principles of Responsible Business for Angola issued by the Centre of Ethics Angola
    Various chambers of commerce and industry
    Various industry and other relevant associations through its respective divisions

    For more detail see also institutional memberships 2013


  • 4.14 List of stakeholder groups engaged by the organisation.

    Integrated Report 2013:

    Barloworld recognises that its entire value-creation approach is underpinned to varying degrees by stakeholder engagement, by understanding stakeholder expectations and the impact of these relationships on its ability to sustain value for all its stakeholders. Stakeholders are identified in a number of ways, engaged through a range of different channels and on a range of issues. Accountability for stakeholder engagement is centred in operational management and functional structures in the group.

    Additionally, the group’s stakeholder engagement is designed to connect commercial success (profitable growth) with societal benefits expressed, for example, through its corporate social investment contributions to the social wage, through empowerment and transformation and/or sustainable development. The group understands that its competitiveness and societal well-being are closely intertwined.

    Dialogue with stakeholders assists the group to meet the needs of society, such as the provision of products with lower environmental impacts, for instance, to gain operating efficiencies and to anticipate risks and opportunities in the broader environment.  

    The group appreciates the role of digital media platforms in stakeholder engagement and strives to implement structures and systems, as well as allocate resources, in a way that uses the medium to the group and its customers' advantage.

    The group’s stakeholder policy is available at www.barloworld.com.

    GROUP STAKEHOLDER MAP

      Stakeholder Nature of relationship Nature of engagement Material issues raised Actions / Outcomes  
     

    Shareholders and providers of capital

    Central to sourcing and  securing capital
    Compliance with all legal communication requirements
    Bi-annual results presentations
    Annual general meetings
    Annual reporting
    Investor conferences and presentations
    Investor site visits
    Ad hoc media releases
    Operational and financial performance
    Sustainability of business
    Market perspectives
    Value creation performance
    Under-performing business units
    Strategy and identified growth opportunities
    Fair executive and non-executive  directors' emoluments
    Executive resources in place to manage investor relations
    Performance against reported financial metrics  monitored and reported
    Business models, strategic direction and approach to long-term value creation articulated
    Strategic  alignment with identified growth industries and regions
    Independent remuneration advisors retained
    Comprehensive remuneration report disclosed annually and tabled at annual general meeting
    Remuneration committee chaired by independent non-executive director
     
     

    Customers

    Understanding customer  objectives
    Understanding customer requirements
    Business sustainability
    Long-term relationships
    Mutual benefit
    Identifying potential risks to, and opportunities for, the business
    Numerous individual and collective customer engagement interventions take place during the year
    Regular visits by senior executives
    Open days and site visits
    Anonymous surveys
    Entrenched in ISO 9001 standard
    Customers satisfaction surveys
    Value of product, service and solution provided
    Ability to enhance customers’ value creation activity
    Service level agreements
    Supply chain legitimacy
    Supply of leading technology and service support
    Ongoing customer contact and interaction
     Close working  relationships to enhance capability to identify and deliver unique integrated solutions, expanded and competitive offerings
    Alignment with leading principals to ensure optimal product availability and legitimate supply-chains
    Respect for consumers’ rights
     
     

    Employees and their representatives

    Sustainable value creation for and by employees
    Employer of choice
    Individual meetings
    Structured team forums
    Individual and team performance discussions
    Intellectual capital reviews
    Team briefings
    In South Africa, Work Skills and Employment Equity Forums are established
    Anonymous Individual Perception Monitoring (IPM) surveys conducted at least biennially throughout the group examine employee perceptions of a range of issues
    Meeting with employee representatives including trade unions in terms of recognised industry / national agreements

     

    Fulfilling careers
    Strategy, company performance and results
    Individual and collective conditions of employment and remuneration
    Security of employment
    Health and safety issues
    Career path and development
    Employment equity
    Alignment with leadership philosophy
    Regular and committed employee engagement to ensure  awareness of collective objectives and individual roles
    Open and flexible communications   
    Revitalisation and continuous review of employee value proposition to facilitate value add for and by employees, attract and retain skills
     
     

    Principals and suppliers

    Delivery of competitive integrated customer solutions
    Mutual benefit
    Long term relationships
    Governance framework
    Strategic frameworks
    Dealer, dealer council and licensee meetings
    Principals' conferences
    Formal reporting and information sharing
    Ongoing informal contact
    Product launches

     

    Leading representation of products and services
    Alignment on strategy
    Product issues and innovation
    Market positioning
    Financial and other performance review
    Customer issues and satisfaction
    Sustainable development matters
    Market information
    Supply chain legitimacy and empowerment

     

    Successful relationships with mutual value maximised
    Leading product distribution and after-market offering
    Significant investment into world class skills and facilities
    Increasing sales secures improved demand for principals’ products and services
    Retained distribution rights
    Mitigation of identified key risks
    Supply chain optimisation
    Terms and conditions of relationship updated and maintained
    Expanded preferential procurement and empowerment
     
     

    Public sector

    Policy formulator and regulator
    Customer
    Development  agent
    Government institutions, departments and training initiatives
    Local authorities
    Diplomatic corps
    Consultation on emerging policy frameworks
    Compliance issues
    Progress on skills development and  employment equity plans
    Fiscal and local issues such as building plans
    Training programmes and rebates
    Technical and financial assistance for SED
    Enabling environment for business, availability of strategic goods and services
    Support for  national objectives in countries in which the company does business

     

     

    Employment, investments in development and taxes contribute to financial and social stability, and economic competitiveness of countries in which the company does business
    Monitoring and constructive responses on changes to policy framework and group’s regulatory environment in countries of operation
    Compliance and conformance with relevant legislation and standards

     

     
     

     

    Industry associations

    Industry associations
    Organised business associations
    Voluntary business  collectives
    Relevant industry issues, industry lobbying and responses to proposed legislation or regulation
    Development and adoption of progressive norms and standards for a range of issues and behaviours that underpin corporate responsibility
    Range of industry issues of collective interest and concern
    Business and industry-related issues
    Continuous improvement  in business process and reporting standards

    Leadership involvement and engagement with industry bodies and forums includes:

    Inputs to policy development, industry standards and codes
    conditions of employment, skills development
    transition to lower carbon economies
    Diversity, empowerment and transformation
    Responsible environmental custodianship
     
     

    Civil society and local communities

    Public institutions and non-governmental organisations acting for public benefit
     
    Consultation with, evaluation of  and collaboration with   appropriate organisations and initiatives
    Development policy and plans
    Various public benefit initiatives evaluated for leadership, technical and financial support
    Enterprise development opportunities identified
    Protection of biodiversity and habitats
    Climate change mitigation
    Engagement on shared interests and concerns
    Responsiveness to needs of communities through corporate social investment and enterprise development programmes,  with set performance targets and objectives
    Diversity, empowerment and transformation, as well as responsible environmental custodianship identified as key focus areas with set performance targets and objectives

     

     
     

    Empowerment partners

    Mutual value creation / benefit
    Ad hoc meetings
    Structured interventions
    Operational meetings
    Mutually beneficial  relationships  and value creation
    Operational performance and return on equity

     

    Ongoing engagement, proactive and transparent communication
    Focus on value creation and total shareholder returns

     

     
     

    Media

    Open and co-operative relationship
    Annual media day
    Operational meetings and site visits
    Media releases
    Relevant,  credible and comparable information and reporting
    Thought leadership
    Commentary on industry
    Engagement through formal structures, media campaigns and editorial comment on a range of issues
    Comprehensive integrated reporting initiatives and platforms in place
    Available and engage proactively and on request

     

     

  • 4.15 Basis for identification and selection of stakeholders with whom to engage.

    Integrated Report 2013:
    Corporate governance report 2013:

    The identification and selection of stakeholders is in line with the group’s Value Based Management philosophy and approach. A core group of stakeholders incorporates employees, shareholders, customers, suppliers/principals, public sector, organised business, the media and the communities in which business is conducted, as well as society at large.

    However, in the course of doing business, Barloworld engages a wider range of stakeholders. Those who have different interests in the group, whose activities can affect the group, and those which the group’s activities will affect are prioritised.

    Barloworld recognises that an important component of its value-creation offering is based on inclusive stakeholder relationships and focused engagement. The intelligence gleaned in engagements is essential to ensuring that the group can better understand and respond to stakeholder needs and expectations, and strengthen its most important relationships. Stakeholders in turn are empowered through their inclusion in the company’s processes and derive benefit from having their concerns addressed.

    Stakeholders are identified through a range of channels in the course of doing business and as business leadership in society; sometimes stakeholders come forward and identify themselves. Irrespective, where concerns are legitimate, the company addresses these, listens to suggestions and engages honestly.

    Accountability for stakeholder engagement is centred in the operational management and functional structures in the group. The group’s stakeholder engagement policy is available at www.barloworld.com.

    The group’s key stakeholder groupings include:

    Shareholders and providers of capital
    Employees and their representatives
    Customers
    Principals and suppliers
    Public sector
    Industry associations
    Civil society, including local communities and beneficiaries of the groups corporate social investment (CSI) and enterprise development (ED) initiatives
    Empowerment partners
    Media.

  • 4.16 Approaches to stakeholder engagement, including frequency of engagement by type and by stakeholder group.

    Integrated Report 2013:
    Corporate governance report 2013:

    Shareholders and providers of capital

    The group regularly engages with its shareholders and investor community through:

    Bi-annual results presentations
    Annual general meetings
    Annual reporting
    Investor conferences and presentations
    Investor site visits
    Media releases
    Focused surveys

    Customers

    Barloworld’s relationships with customers are critical. The nature of the integrated solutions, centred on its products and services, offered by group companies involves the company’s alignment with its customers’ strategic business objectives and building sound, long term partnerships. Therefore the group has comprehensive engagement processes in place across all divisions. By engaging and listening to its customers, the group can quickly determine material issues and respond appropriately.

    Numerous individual and collective customer engagement interventions took place during the year focused on sustainable relationships and mutual benefit. All divisions appreciate the importance of these interactions and conduct appropriate interventions. These  include  implementation of key customer strategies, service level agreements and customer relationship management programmes, open days, focused surveys, daily contact to evaluate service levels, invitations to give feedback and suggestions, and regular visits by senior executives.

    Principals and suppliers

    As a distributor of leading international brands, Barloworld represents a significant number of high-profile global principals.

    Distribution agreements, long-term relationships, structured meetings, reporting and performance reviews, and ongoing informal communication ensure frequent contact with principals.

    Our people also attend principals’ conferences where strategic issues, including product launches, are shared. Participants have an opportunity to engage with principals and raise concerns, make suggestions and participate in related workshops and discussions. Ongoing principal interactions cover product issues, market positioning, financial performance, customer satisfaction, sustainability matters, territory issues, market information, and the relationship in general.

    Mutual benefit, trust and transparency underpin the success of these relationships.

    A range of other suppliers including major contractors, long-term and ad hoc suppliers are engaged as appropriate. Local/small/black supplier development and outsourcing initiatives are also undertaken. 

    Employees and their representatives

    Employees are the focus of numerous and detailed engagement processes. These are formal and informal, structured and ad hoc, individual and collective.  Employee interaction is key to ensuring that the workplace supports productivity, employee contentment and allows them to further their personal and professional ambitions.

    Engagement processes enable employees to make recommendations and influence direction and include:

    Individual meetings
    Structured team forums
    Individual and team performance discussions
    Briefings
    Anonymous individual perception monitoring, at least every two years across the organisation
    Meeting with employee representatives (including trade unions) in terms of recognition or industry agreements for collective bargaining, organisational restructuring and other specified matters.

    Public sector, organised business, civil society and local communities

    We routinely engage government institutions and departments, municipal authorities, organised business and industry organisations and non-government organisations. We also engage with the applicants and beneficiaries of our corporate social investment and enterprise development initiatives, other development practitioners/organisations and funders.

    Empowerment partners

    The company meets with its empowerment partners as required or appropriate for the different categories. Central themes are operational performance, our share price and the respective contributions by the parties to our value-creation activities. We also address the relationship between the company and its empowerment partners and, in the case of our trusts, dividends.

    Media

    Barloworld regards the media as an important stakeholder and we are committed to accessible, open and transparent engagements. A wide range of initiatives includes statutory disclosures, integrated reporting, advertising, ad hoc announcements, editorial comment and publications, formal and informal meetings and briefings.

    Engagement specifically undertaken as part of the report preparation process

    Engagement in this regard is confined to internal stakeholders and with the group’s external auditors. The process for conceiving and compiling the report is an extensive one and involves a number of role-players across the organisation. Decisions regarding content, which includes materiality of issues to be reported, presentation and design, and appropriate communication media are taken by senior personnel in the group’s strategy and communications departments and signed off by the executive committee, board sub-committees, including the audit committee, and the board.


  • 4.17 Key topics and concerns that have been raised through stakeholder engagement, and how the organisation has responded to those key topics and concerns, including through its reporting.

    Integrated Report 2013:
    Corporate governance report 2013:

    Through our various engagement processes, we arrive at a set of material issues which we use to refine our strategy and define report content. These issues are reflected in the table below.

    Many of the issues raised by key stakeholder groups are dealt with as part of the engagements that take place during the year. Given that customers are a key group, and that the business relies solely on their loyalty, issues and concerns raised by customers are prioritised. Engagement strategies are essentially individually focused and service oriented.

    Issues raised by employees and investors, principals and other service providers, are also addressed as quickly as possible during the year. Again, given the nature of Barloworld’s activities, geographic spread and range of principals, these are usually of an individual and specific nature, rather than collective and broad-based.

    In annual reporting, these issues are categorised and disclosed with a 12 month perspective focussing on themes rather than the individual issues.

    Key topics by stakeholder are shown in the following table:

      Stakeholder Key Issue Management Response GRI Reference  
        Shareholders and providers of capital
    Sustainability of business, operational and financial performance
    Business models, strategic direction and approach to long-term value creation articulated
    Performance against reported financial metrics monitored and reported
    Strategic alignment with identified growth industries and regions
    1.1
    1.2
    4.1
    4.4
    EC1
    EC2
       
    KPI’s 1.2   

    5. Financial returns
    6.Profitable growth

     
       
    Fair executive and non-executive directors’ emoluments
    Comprehensive remuneration report disclosed annually
    Remuneration committee in place and chaired by independent non-executive director
    Independent remuneration advisors retained
    4.5
     
      Customers
    Unique solutions and relationships which assist customers to achieve their objectives
    Close relationships enhance capability to identify and deliver unique integrated solutions
    Alignment with leading principals ensures optimal product availability and legitimate supply-chains
    Leading technology and service support facilitates customer interventions, expanded and competitive offerings
    4.1
    EN 26
    EN 27
    PR1
    PR3
    PR5
    PR6
    PR8
    KPI’s 1.2                                               
    1. Integrated Customer Solutions
     
      Employees and their representatives
    Fulfilled careers
    Regular and committed employee engagement
    Revitalisation  of employee value proposition designed to facilitate value add for and by employees, attract and retain skills

     

    4.4
    EC 1
    EC 7
    LA 1-13

    KPI’s 1.2    
    2. People      
    3. Empowerment and Transformation

     
      Principals and suppliers
    Leading representation of products and services
    Leading product distribution and after-market offering supported by significant investment into world-class skills and facilities
    Regular customer satisfaction surveys and feedback
    Increasing sales secures improved demand for principals’ products and services
    1.2
    2.7
    4.4
    EC 6

    KPI’s 1.2
    1. Integrated Customer Solutions
    2. People (skills) 
    3. Empowerment and Transformation (SA) 
    4. Sustainable Development

     
      Public sector
    Support for national objectives
    Employment, investments in skills,  development initiatives and taxes contribute to financial and social stability, and economic competitiveness of  countries in which we do business
    Monitoring and constructive responses to changes to policy framework and group’s regulatory environment in countries of operation
    Compliance and conformance with relevant standards and legislation
    EC 1
    EC 6
    EC 7
    EC 8
    EN 26
       
    KPI’s 1.2   -
    3. Empowerment and Transformation
     
     
      Civil society
    and local communities
    Responsive corporate citizenship
    Engagement on shared interests and concerns
    Responsiveness to needs of communities through corporate social investment and enterprise development programmes with set performance targets and objectives
    Diversity, empowerment and transformation, as well as responsible environmental custodianship identified as key focus areas with set performance targets and objectives
    EC 1
    EC 8
    EC 9
    SO 1
    SO 5
    EN 6
    EN 12
       
    KPI’s 1.2  
    3. Empowerment and Transformation
     
        Empowerment partners
    Mutually beneficial relationship and value creation
    Ongoing engagement, proactive and transparent communication
    Focus on value creation and total shareholder returns
    EC 1
    EC 6
    SO 1
    KPI’s 1.2  
    3. Empowerment and Transformation
    5. Financial Returns 
    6. Profitable Growth
     
        Industry associations
    Range of industry issues of collective interest and concern

    Leadership involvement and engagement with industry bodies and forums includes:

    policy development,  industry standards and codes
    conditions of employment, skills development
    transition to lower carbon economies
    EN 5
    EN 6
    EN 7
    EN 12
    EN 26
       
    KPI’s 1.2  
    3. Empowerment and Transformation
    4. Sustainable Development
     
        Media
    Relevant, credible, comparable information  and reporting
    Engagement through formal structures, media campaigns and editorial content 
    Comprehensive integrated reporting initiatives and platforms in place
    Available and engage proactively and on request
    PR 7
      KPI: Reporting principles for content and quality
     

     


 

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