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Ethical leadership and corporate citizenshipGovernance of ethics The board provides effective leadership based on a principled foundation and the group subscribes to high ethical standards. Responsible leadership, characterised by the values of responsibility, accountability, fairness and transparency, has been a defining ethos of the group since its establishment in 1902. The fundamental objective has been to do business ethically while building a sustainable company that recognises the short and long-term impact of its activities on the economy, society and the environment. In its deliberations, decisions and actions, the board is sensitive to the legitimate interests and expectations of the company’s stakeholders. The board as a whole acts as a steward of the company and each director acts with intellectual honesty and independence of mind in the best interests of the group and its stakeholders. Management of ethics Barloworld’s commitment to building and sustaining an ethical organisational culture is entrenched in our vision, mission, strategies and operations. While the board has ultimate responsibility for the company’s ethics performance, executive management is responsible for setting up a well-designed and properly implemented ethics management process. The ethics and compliance programme is designed to further entrench and integrate good corporate governance throughout the group. In line with the maturity model contained in this programme, the group continues to perform assessments of ethical risks and opportunities and integrate these into the risk management process and, thereafter, continually monitor, report and disclose the group’s ethics performance. The business of the group is governed by a Worldwide Code of Conduct and a Code of Ethics, both approved by the board. The group, including the board, management and employees, is bound by these codes.
The company maintains an ethics hotline. This independent and confidential system allows stakeholders to report unethical, dishonest or improper behaviour, including non-compliance with company policies as well as corruption and fraud. All reported incidents are investigated by management and, where appropriate, action is taken. The service is outsourced to an independent service provider. In line with legislation, our well-communicated commitment not to victimise whistle-blowers ensures transparency and promotes ethical conduct. The identity of whistle-blowers is protected by the service provider. The group’s comprehensive risk management approach covers operations and risks associated with corrupt and dishonest behaviour. These are analysed and assessed as part of the risk management process. Induction and other staff training programmes address expected behaviour in terms of the company’s ethics, codes, policies and procedures. Ongoing communication through various media – including employee handbooks, letters of appointment, management briefings and structured team meetings – reinforces the company’s commitment to its values and expected behaviour by its employees. Structured sessions involving group and divisional executives and facilitated by legal and human resource practitioners review business conduct and compliance with legislation, company ethics, codes and policies. Corporate citizenship The board and management recognise that Barloworld is a corporate citizen and, as such, has a social and moral standing in society with all the attendant responsibilities. Under the auspices of the board, the group is involved in a number of corporate social investment projects, which are covered on pages 98 to 99 of the integrated report. Compliance with laws, rules, codes and standards The board is responsible for ensuring that the group complies with applicable laws and considers adhering to non-binding rules, codes and standards. The board recognises that the group’s operations are located in many jurisdictions where the rule of law exists in varying degrees. Through its audit, risk and sustainability, and social, ethics and transformation committees, the board ensures that structures and systems, with appropriate checks and balances, are established to help it discharge its legal responsibilities and oversee legal compliance. Processes are also in place to ensure the board is conversant with significant developments in applicable laws, rules, codes and standards. Compliance risk is thus an integral part of the company’s risk management process and the board delegates the task of implementing an effective compliance framework and processes to management. The board regularly considers compliance with laws, rules, codes and standards as a part of its meetings. Regulatory and statutory compliance Barloworld is listed on the Johannesburg Stock Exchange (JSE) and maintains secondary listings on the London Stock Exchange (LSE) and Namibia Stock Exchange. The board annually confirms that the company complies with the Listings Requirements of the JSE. Barloworld is not registered with the Securities and Exchange Commission in the United States and has unsponsored American depository receipts. Accordingly, the Sarbanes-Oxley Act of 2002 does not apply to the company. The board places strong emphasis on the highest standards of financial management, accounting and reporting. The financial statements are prepared in accordance with International Financial Reporting Standards (IFRS). For nonfinancial aspects, the company is guided by the Sustainability Reporting Guidelines (GRI G3.1). Barloworld is a signatory to the United Nations Global Compact which addresses human rights, labour standards, the environment and anti-corruption. The means to deal with these issues are entrenched in the group and all related initiatives are reported to the board via the appropriate board committees. The board keeps abreast of significant legislative developments in jurisdictions in which it operates. King III application The board regularly reviews the extent to which Barloworld applies the principles and recommended practices in the King Report on Governance for South Africa (King III). 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 can be enhanced. We confirm that the company 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. The table below summarises the results of the board review regarding the extent to which the company applies King III.
Statutory powers of the board The Companies Act provides that the business and affairs of a company must be managed by or under the direction of its board which has the authority to exercise all the powers and perform all the functions of the company, except to the extent that the act or the company’s memorandum of incorporation provides otherwise. The specific powers of the directors are set out in the company’s memorandum of incorporation. The directors have further unspecified powers and authority for matters that may be exercised and dealt with by the company, which are not expressly reserved to shareholders of the company in general meeting. Role and function of the board The board functions in accordance with the requirements of King III and within the context of the Companies Act, the Listings Requirements of the JSE and other applicable laws, rules and codes of governance. The board always acts consistently in its duties of care, skill and diligence as well as its fiduciary duties. The board is responsible for, among other things, the governance of risk and information technology and has ensured that the company has an effective, independent audit committee and an effective risk-based internal audit function. On the recommendation of the audit committee, the board has considered and approved the company’s integrated report. Based on the report of the audit committee and the written assessment of the company’s internal auditor, the board is satisfied that the company’s system of internal controls is effective. The main responsibilities of the board, as set out in the board charter, are:
The board charter, which is reviewed annually, expresses the board’s philosophy on customer satisfaction; quality and safety of products and services; optimising the use of assets and maximising employees’ productivity; respect for human dignity and observance of fundamental human rights; and national and international corporate citizenship, including sound relationships with regulatory authorities. While retaining overall accountability and subject to matters reserved to itself, the board has delegated to the chief executive and other executive directors authority to run the day-to-day affairs of the company. Annually, the board considers a five-year forward-looking strategic plan presented by divisional heads. The five-year strategic plan is debated by the executive committee before being consolidated and presented to the board. Composition of the board Considerable thought is given to board balance and composition. Collectively, the board believes the current mix of knowledge, skill and experience meets the requirements to lead the company effectively. The board has 16 directors, comprising 10 non-executive directors and six executive directors. Ms Ngozichukwuka Edozien and Mr Dominic Sewela were appointed to the board on 19 March 2014 as independent non-executive director and executive director respectively.
Board appointment process To ensure a rigorous and transparent procedure, any new appointment of a director is considered by the board as a whole, on the recommendation of the nomination committee. The selection process involves considering the existing balance of skills and experience and a continual process of assessing the needs of the company. Non-executive directors are required to devote sufficient time to the company’s affairs. While there is no formal limitation on the number of other appointments directors can hold, approval from the chairman must be obtained prior to accepting additional commitments that may affect the time they can devote to the company. Non-executive directors are required to advise the board of any subsequent changes to or additional commitments from time to time. 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 board comprises a majority of non-executive directors. The board has evaluated the rationale and meaning of the requirements of independence of directors according to King III. An assessment of the salient factors and unique circumstances of each non-executive director is performed annually. The independence of non-executives who have served on the board for longer than nine years is also assessed annually. The board is satisfied that nine of the 10 non-executive directors are independent. Mr Isaac Shongwe is not considered independent as he was an executive director of Barloworld Limited until 31 May 2014. Despite the determination reached, the board believes that his skills, knowledge and experience remain valuable to the organisation. Retirement of directors In terms of the company’s memorandum of incorporation, at every annual general meeting at least one third of the directors retire from the board. According to the Companies Act, a director appointed by the board to fill a vacant seat will serve as a director of the company on a temporary basis until the vacancy has been filled by election. Executive directors, in accordance with the company’s practice, retire from the board at the age of 63 years, while non-executive directors retire at the annual general meeting immediately following the director’s 70th birthday. Chairman and chief executive No individual has unfettered powers of decision-making. Responsibility for running the board and executive responsibility for conducting the business are differentiated. Adv Dumisa Ntsebeza SC, an independent non-executive director, is chairman of the board and Mr Clive Thomson, an executive director, is chief executive. The roles of the chairman and chief executive are thus separate and clearly defined. The chairman is responsible for leading the board, ensuring its effectiveness and setting its agenda. The chief executive leads the executive team in running the business and coordinates proposals developed by the executive committee for consideration by the board. Board meetings and attendance Board meetings are convened by formal notice incorporating a detailed agenda and relevant written proposals and reports. Information is distributed in good time before board meetings, to enable adequate preparation for thorough discussion at these meetings. Some decisions are taken between board meetings by written resolution in accordance with the company’s memorandum of incorporation and these are tabled for noting at each subsequent board meeting. When directors are not able to attend in person, video and teleconferencing facilities allow them to participate fully. Where directors are unable to attend a meeting in person or via video/teleconference, they are able to make submissions in advance on matters to be discussed and these submissions are recorded at the meeting. Board attendance During the year under review all the meetings were held in South Africa. The board had six scheduled meetings and one special meeting.
Director development The company secretary arranges an appropriate induction programme for new directors. This includes an explanation of their fiduciary duties and responsibilities and visits to operations where discussions with management facilitate an understanding of the company’s affairs and operations. Directors are informed, where relevant, of new legislation and changing commercial risks that may affect the company. The board supports the development of directors and, where applicable, training is made available depending on each director’s requirements and the quality and relevance of training available. In certain circumstances it may become necessary for a non-executive or independent director to obtain independent professional advice to act in the best interests of the company. Such director also has unrestricted access to the chairman, executive directors and company secretary. Where a director takes reasonable action to obtain professional advice, the costs incurred are borne by the company. Board and board committees’ performance assessment The performance of the board as a whole and the board committees individually is appraised annually. The recent performance assessment indicated that the board and the board committees are performing their duties and responsibilities effectively and efficiently. Areas of improvement have been identified and will be addressed during the year. Individual director performance assessment The performance evaluation of each director by his or her peers is undertaken annually. The chairman discusses the results of the performance assessment with each individual director. He addresses issues raised by peers and provides guidance and offers assistance where necessary. Remuneration of directors and senior executives Remuneration plays a critical role in attracting, motivating and retaining high-performing and talented individuals to achieve Barloworld’s business objectives. The remuneration report was prepared by the remuneration committee and has been approved by the board. The report sets out the company’s remuneration philosophy, policy and practice for executive directors, non-executive directors and senior executives. Conflict of interest 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 Companies Act in disclosing personal financial interests. Directors are required to declare their interests in general, annually and specifically at each meeting of the board. Among other measures to deal with conflicts of interest, the company has a policy on the acceptance and receiving of gifts which requires that gifts be officially declared and registered on the company’s gift register. Company secretary Ms Lerato Manaka is the company secretary, duly appointed by the board in accordance with the Companies Act. The board of directors considered and is satisfied that the company secretary is properly qualified and experienced to competently carry out the duties and responsibilities of company secretary and that there is an arm’s-length relationship between itself and the company secretary. The company secretary provides the board as a whole and directors individually with guidance on discharging their responsibilities. She is also a central source of information and advice to the board and the company on matters of ethics and good corporate governance. The company secretary ensures that, in accordance with pertinent laws, the proceedings and affairs of the board and its members, the company itself and, where appropriate, the owners of securities in the company are properly administered. She also assists and ensures that the board, individual directors and board committees are evaluated annually. The company secretary ensures compliance with the Listings Requirements of the JSE and, where appropriate, other stock exchanges on which the company’s securities are listed. She also assists in developing the annual board and board committee plans, administers the long-term incentive schemes and ensures compliance with the statutory requirements of the company and its subsidiaries in South Africa. Board committees The board has seven committees that assist it in discharging its responsibilities. These committees, listed below, play an important role in enhancing good corporate governance, improving internal controls and thus the performance of the company:
Each board committee acts according to written terms of reference, approved by the board and reviewed annually, setting out its purpose, membership requirements, and duties and reporting procedures. (Copies of the terms of reference, including the board charter, are posted on the company’s website: www.barloworld.com.) Board committees may seek independent professional advice at the company’s expense. The committees are subject to annual evaluation by the board on performance and effectiveness. Chairmen of the board committees and the lead client service partner of the external auditor are required to attend annual general meetings to answer questions raised by shareholders. The board has determined that the seven committees have fulfilled their responsibilities for the year under review in compliance with their terms of reference. Audit committee The committee comprises Messrs Gordon Hamilton (chairman) and Sango Ntsaluba and Ms Babalwa Ngonyama, all independent non-executive directors. The chairman of the company is not a member of the committee. The audit committee was appointed by shareholders on 29 January 2014. In terms of the Companies Act, the committee reports directly to shareholders. The audit committee’s terms of reference include, inter alia:
The committee reports annually to the board and stakeholders on the effectiveness of the company’s internal financial controls based on evaluation of the review of internal financial controls performed by internal audit and the reports prepared by the internal auditor, external auditor, management and other assurance providers. The finance director, head of internal audit and the external audit partner attend all meetings. Attendance During the year under review six scheduled meetings were held with attendance shown below.
The report of the audit committee is on pages 7 to 8 of the consolidated annual financial statements. Social, ethics and transformation committee The social, ethics and transformation committee (SET) comprises non-executive directors Ms Sibongile Mkhabela (chairman), Ms Neo Dongwana, Adv Dumisa Ntsebeza SC and Mr Isaac Shongwe and executive directors Messrs John Blackbeard, and Clive Thomson. The executive for human resources, strategy and sustainability, and the representatives from group companies managing the SET portfolio, including the chief executive officers who retain ultimate responsibility for SET in their respective divisions, are invited to provide reports to the committee from time to time. The functions of the committee are prescribed by the Companies Act and consolidated into formal written terms of reference and include, inter alia:
Attendance During the year under review, the committee held four scheduled meetings with attendance shown below.
Risk and sustainability committee The committee comprises four non-executive directors, Messrs Sango Ntsaluba (chairman), Gordon Hamilton, Isaac Shongwe and Ms Neo Dongwana, and five executive directors, Messrs John Blackbeard, Peter Bulterman, Martin Laubscher, Clive Thomson and Donald Wilson. The committee assists the board in recognising all material risks and sustainability issues to which the group is exposed and ensuring that the requisite risk management culture, policies and systems are implemented and function effectively. These include business continuity management, occupational health and safety, environmental management and ethical commercial behaviour. The functions of the committee are governed by written terms of reference approved by the board and include, but are not limited to:
Attendance During the year under review, the committee held four scheduled meetings were held with attendance shown below.
Risk management process A written risk management philosophy issued by the chief executive and endorsed by the directors states that the company is committed to managing its risks and opportunities in the interests of all stakeholders. Every employee has a responsibility to act appropriately. An ongoing systematic, enterprise-wide risk assessment process supports the group philosophy. This ensures that risks and opportunities are adequately identified, evaluated and managed in each division and their individual and joint impact on the group is considered. Divisional boards and senior managers conduct ongoing self-assessment of risk to identify critical business, operational, financial and compliance exposures and the adequacy and effectiveness of control factors at all levels. The assessment methodology considers severity and probability of occurrence and applies a rating based on the quality of control to rank risks and set priorities. Top risks, elevated to group level, are addressed through action plans with assigned responsibilities. The group risk department oversees strategic direction and continuous improvement in methodology and process, as well as providing technical assistance. The internal auditors assist both the risk and sustainability committee as well as the audit committee in evaluating the effectiveness of the risk management process and comment on this in their own assessment reports. As the group develops new business and expands into new markets and territories, it faces increasingly complex and changing environments. The risk return trade-off is optimised by integrating the risk management process with the group’s strategic process and direction. This enhances competitive advantage, growth and employment of capital. The company encourages adherence to the same risk management philosophy and policies for joint ventures and associates. IT governance The board, which is responsible for information technology (IT) governance, has delegated responsibility for developing an IT governance framework to the risk and sustainability committee. The board has approved the IT governance charter which defines the structures, processes and responsibilities for IT governance. The group IT steering committee is the management structure responsible for implementing the IT governance framework, including IT risk management. In the year under review a group information security officer was appointed to provide a consistent and sustained approach to information security across the group and allow Barloworld to capitalise on newer technologies that enable innovation and business efficiency. The steering committee comprises divisional chief executive officers and the group chief executive and finance director. The group information security officer, divisional chief information officers, group legal counsel, and the head of internal audit attend IT steering committee meetings by invitation. The group finance director has been allocated responsibility for managing group IT and for reporting IT governance to the risk and sustainability committee and the board. The board receives a quarterly IT report that monitors and evaluates significant IT investments and expenditure, IT resources including human capital, innovation, IT risk management and compliance with the governance framework. The audit committee is responsible for monitoring divisional and business unit disaster recovery readiness and adherence to group information security management policies. The company is currently testing a system for information classification as well as implementing changes to information security management practices. The required improvements to information management, information security and privacy should be addressed over the next 15 months. Sustainability As one of six strategic focus areas, sustainable development highlights the group’s commitment to responsible value creation, articulated through its value-based management approach which requires integrated and coordinated activities addressing economic, environmental and social aspects; and balancing the short and long-term interests of all stakeholders. This approach is realised through structured strategic planning and risk management initiatives, a leadership philosophy and management approach that entrench accountability for sustainable value creation, and a commitment to consistent, transparent and comparable reporting. While sustainable development incorporates a wide range of aspects, the committee focuses on risks relating to the environment, health and public safety, including the impact of the company’s activities and its products and services. It also monitors progress towards achieving strategic objectives as well as realising internal and external sustainable development opportunities, and it identifies material aspects of the portfolio. During the period attention centred on:
Responsibility and accountability for sustainable value creation rests with the group’s CEO and board, which is then delegated to divisional CEOs and their respective boards to ensure operational integration and execution. The committee receives and considers quarterly group safety, health and environment reports and appropriately directs the group to respond to identified issues that require attention. Remuneration committee The committee comprises only independent non-executive directors, Messrs Steven Pfeiffer (chairman), Gordon Hamilton, Sango Ntsaluba, Adv Dumisa Ntsebeza SC and Ms Babalwa Ngonyama. The chief executive may be invited to attend meetings but may not participate in any discussion on his own remuneration. The committee makes recommendations to the board on the structure and development of the 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 and executive directors. For non-executive directors, the committee makes recommendations to the board on fees to be paid to each director for services rendered as a member of the board or a board committee. Where appropriate, the committee consults with the chief executive or other executive or non-executive directors to fulfil the duties set out in its terms of reference. The key responsibilities and role of the committee are contained in written terms of reference approved by the board and include but are not limited to:
The committee retained PricewaterhouseCoopers (PwC) as its independent remuneration adviser for the period under review. The committee reviewed the issue of prescribed officers as required by the Companies Act and was satisfied that Mr Viktor Salzmann is a prescribed officer within the meaning of the Act. The summarised remuneration report is on pages 128 to 134 of this document. The full remuneration report is available of the company’s website, www.barloworld.com. Attendance During the year under review, the committee held five scheduled meetings and one special meeting with attendance shown below:
Nomination committee The nomination committee comprises Adv Dumisa Ntsebeza SC (chairman), Messrs Gordon Hamilton and Steven Pfeiffer and Ms Sibongile Mkhabela, all independent non-executive directors. The committee operates according to written terms of reference approved by the board. The committee makes recommendations to the board on the composition of the board and balance between executive, non-executive and independent directors. Skills, experience and diversity are considered in this process. The committee is responsible for identifying and nominating candidates for approval by the board as additional directors or to fill any board vacancies as they arise. It also advises the board on succession planning, particularly for the chairman and chief executive. Attendance During the year under review, the committee held four scheduled meetings with attendance shown below:
In addition, the committee recommends re-election for directors who retire in terms of the company’s memorandum of incorporation and at its meeting in 1 October 2014, the committee considered candidates standing for election or re-election at the forthcoming annual general meeting. Messrs John Blackbeard, Martin Laubscher, Sango Ntsaluba, Adv Dumisa Ntsebeza SC and Ms Sibongile Mkhabela retire by rotation and Ms Ngozichukwuka Edozien and Mr Dominic Sewela must stand for election at the annual general meeting (see ordinary resolutions 2 to 8 in the notice of annual general meeting). The board recommends to shareholders the re-election of each of these directors based on their skills, experience and contributions. General purposes committee The general purposes committee comprises non-executive directors Adv Dumisa Ntsebeza SC (chairman) and Messrs Gordon Hamilton, Alexander Landia and Steven Pfeiffer and executive director Mr Clive Thomson. Mr Alexander Landia was appointed to the committee with effect from 19 March 2014. Attendance During the year under review, the committee held six scheduled meetings with attendance shown below:
The committee’s role, which is governed by written terms of reference approved by the board, is to consider issues of significance to the company. It advises the board on matters with local and international political, economic and social implications for the company. Progress on the strategic plan is reviewed and recommendations on any adjustments required are submitted to the board for approval. The committee ensures that material matters which require the attention of the board, such as acquisitions and disposals, are timeously submitted for consideration. In addition, the committee receives feedback from the annual board and board committee effectiveness exercises which assess performance of these bodies against their respective mandates. The chairman progresses matters identified for action. Executive committee The executive committee comprises six executive directors and an additional two executive members. At 30 September 2014 the committee comprised Messrs:
Mr Sibani Mngomezulu was appointed executive member to the committee with effect from 1 June 2014. The board has delegated a wide range of matters relating to the company’s management to the executive committee, including:
The committee assists the chief executive to guide and control the overall direction of the company, monitor business performance and act as a medium of communication and coordination between business units, group companies and the board. Attendance During the year under review, the committee held 12 scheduled meetings with attendance shown below.
Internal accountability Role of internal audit The purpose, authority and responsibility of the internal audit function are defined in the internal audit charter that is consistent with the Institute of Internal Auditors’ (IIA) definition of internal auditing and the principles of King III. The charter is reviewed and approved by the audit committee annually. Internal audit executed a comprehensive plan which focused mainly on the following:
Internal audit is a key assurance provider and provides the audit committee with a report of its activities which, along with other sources of assurance, is used by the audit committee to report on its assessment of the system of internal controls and risk management for Barloworld group. Internal audit’s independence The head of internal audit reports functionally to the chairman of the audit committee. She has unrestricted access to members of the audit committee and executives of the organisation. Regular separate meetings took place between the head of internal audit and the chairman of the audit committee during the year under review. Internal audit continued to function independently and objectively throughout the group in the past year. Internal audit’s approach and plan The group has an integrated approach to risk management and internal controls. As a result, the internal audit plan was informed by the organisation’s risk assessment, with input from management. The head of internal audit coordinates the internal audit function for the group worldwide. Internal audit plans for the year under review were approved in September 2013. Internal audit formally reported on its activities to thedivisional audit review committees and to the audit committee in May and at financial year-end. The internal audit function operates in accordance with international standards for the professional practice of internal auditing as prescribed by the Institute of Internal Auditors (IIA), which has been confirmed by an independent external quality assurance review. The reviews are conducted every five years as required by the IIA standards. Combined assurance The aim of combined assurance is to optimise assurance provided by various assurance providers, management, third-party assurance providers and independent assurance providers. In accordance with the organisation’s combined assurance model, the internal audit function continues to liaise with these assurance providers to maximise efficiencies in assurance coverage on key risks. Internal audit assessment Based on the work carried out during the year under review, controls evaluated were overall assessed as adequate and effective to provide a reasonable level of assurance that the group has implemented appropriate controls to mitigate the risks in order to achieve the business objectives. Share dealing The groups’ share dealing policy prescribes that no director, officer, employee or nominees or members of their immediate family deals directly or indirectly in the securities of the company neither on the basis of unpublished price sensitive information nor during the embargo period determined by the board. A list of people who are restricted for this purpose has been approved by the board and is revised from time to time. A register of directors and officers is available for inspection at the company’s registered office in Sandton, South Africa. The Listings Requirements of the JSE extend obligations on transactions in the company’s securities to include those of any major subsidiary. Those officers whose trading transactions have to be disclosed to the market include directors and the company secretary, but now also embrace any associate of the directors or company secretary or any independent entity or investment managers through which the directors or company secretary may derive a present or future beneficial or nonbeneficial interest. Directors or officers of the company’s major subsidiaries, whether wholly or partially owned, are also included in the list of directors, company secretary and other officers. Trading in the company’s shares and exercising any rights over these shares is conducted by completing an application form in the case of securities subject to the Barloworld share appreciation right scheme or the forfeitable share plan. Authorisation for the transaction is given in writing by the chairman of the board, chief executive or a divisional chief executive, as appropriate. The written authority is kept by the company secretary with the record of the particular transaction. If the chairman wishes to trade, permission is obtained from designated directors. Dealings in the company’s securities by directors and officers are listed and circulated at every board meeting for noting. Relationship with stakeholders The company is a strong proponent of transparency, best practice disclosure, consistent communication and equal and timely dissemination of information to stakeholders. It encourages the active participation of stakeholders at general meetings and maintains an investor relations programme which, inter alia, arranges regular meetings between corporate and divisional executives and shareholders, potential investors and other stakeholders. The chief executive, finance director and the investor relations officer have regular dialogue with institutional shareholders as well as other stakeholders. Significant feedback from these visits is shared with the board. The chairman offers stakeholders the opportunity of meeting to discuss governance, strategy or other matters. The interests of stakeholders remain paramount and, in recognition of their needs, the company’s website contains a range of information and materials, including an update on the group’s activities, copies of all presentation materials given to institutional investors and further explanation of matters contained in the integrated report. The annual general meeting is normally attended by all directors. Shareholders and other stakeholders are encouraged to attend and to ask questions during the meeting. They also have the opportunity to meet with directors after formal proceedings have ended. The notice of annual general meeting, detailing all proposed resolutions, is contained in the AGM booklet. |
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