Integrated risk and assurance
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| Annual financial statements |
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– Companies Act |
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| Interim financial results |
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| Internal controls and risk management process |
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| Internal financial controls |
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| Key non-financial indicators |
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| GRI G3.1 response Application Level |
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| Black economic empowerment rating |
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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members of their immediate family deals directly or indirectly in the securities of the company neither on the basis of unpublished price sensitive information nor during the embargo period determined by the board.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 is 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 non-beneficial 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 Rights 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. Further information on stakeholder management is provided in our stakeholder report on page 34.