Governance: 4.1-4.10
-
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:Governance approach - Governance Diversity and inclusion - Diverse workforce Governance review - Who governs us - Directors Governance review - Governance and ethics - Composition of the board Governance review - Governance and ethics - Board committees Statement by the board of directorsCorporate Governance:Governance framework - Role and function of the board Governance framework - Management of ethics Governance framework - Chapter 2 - board and directors Governance framework - Chapter 2 - board and directors - 2.23 Governance framework - Chapter 2 - board and directors - 2.24 Governance framework - Executive committee Governance framework - Board committees Governance framework - Audit committee Governance framework - Social, ethics and transformation committee Governance framework - Remuneration committee Governance framework - Nomination committee Governance framework - Risk and sustainability committee Governance framework - General purposes committeeRemuneration Report:Overview of remuneration for executive directors and prescribed officers Overview of remuneration for executive directors and prescribed officers - Elements of remuneration - Long-term incentives LTI award made during the yearIntegrated Report:This is Barloworld - Governance approach - Remuneration Governance review - Governance and ethics - Board and committee performance assessment Governance review - Remuneration report - Fixed Base salary Governance review - Remuneration report - Variable - Short-term incentive Governance review - Remuneration report - Variable - Long-term incentive Governance review - Remuneration report - Performance targetsAnnual General Meeting:Consolidated Annual Financial Statements:Corporate Governance:Governance framework - Chapter 2 - Board and directors - 2.22 Governance framework - Board and board committees' performance assessment Governance framework - Individual director performance assessmentRemuneration Report:Elements of remuneration - Elements of remuneration - Variable - Short-term incentive Elements of remuneration - Elements of remuneration - Variable - Long-term incentive
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.
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
Independent
Non-Executive DirectorsYear Appointed Audit General
PurposesNomination and Governance Remuneration Risk
&
SustainabilitySocial,
Ethics & TransformationDB Ntsebeza (Chairman) 1999 chairman chairman member member NP Dongwana 2012 member member FNO Edozien 2014 AGK Hamilton 2007 chairman member member member member A Landia 2013 member SS Mkhabela 2006 member chairman B Ngonyama 2012 member member SS Ntsaluba 2008 member member chairman SB Pfeiffer 2001 member member chairman Non-Independent
Non-Executive
DirectorsOI Shongwe 2007 member member Executive directors CB Thomson (CEO) 2003 member member member PJ Blackbeard 2004 member member PJ Bulterman 2009 member M Laubscher* 2005 member DM Sewela 2014 DG Wilson 2006 member * retired with effect from 04 February 2015
Board Diversity
Age Male Female White Other (foreign nationals) <50 yrs 50 – 60 yrs >60 yrs 3 9 3 11 4 4 4
Delegation of authority
Authority for economic, environmental and social topics is delegated by the board though formal mandates and structured scorecard processes involving executive directors and senior group executives. These responsibilities are then appropriately cascaded throughout the organisation.
Executive Committee
The Company has an established Executive Committee (Exco) which is not a committee of the Board. Exco comprises of nine members, led by the Chief Executive. Exco meets on a regular basis and guides the Chief Executive in managing the day to day business of the group, monitor business performance against establishing best management practices and functional standards and acts as a medium of communication and coordination between business units, group companies and the board.
Executive responsibility
The group Chief Executive is ultimately responsible for the economic, environmental and social (EES) topics in Barloworld. In support of the Chief executive, a finance director has responsibility for the economic and governance aspects of the group, while the group executive: Human resources, Strategy and sustainability is accountable for environmental and social issues. These individuals report directly to the group CE and to the board through relevant board sub-committees and board meetings. A similar structure of accountability is mirrored at divisional level, with the divisional CEOs being accountable for the EES topics in their respective divisions with relevant divisional executive support structures.
Approval of strategic framework and related aspects
The board approves the group strategic framework including its vision, values, strategic focus areas and relevant key performance indicators and targets which cover economic, environmental and social aspects. Relevant board sub-committees are involved in this process. The board also approve the group’s worldwide code of conduct which informs individual and collective employee conduct.
Board knowledge and awareness of economic, environmental and social topics
Regular board-subcommittee meetings address these aspects. These enhance and contribute to the relevant board members knowledge of the respective aspects. Ongoing training initiatives and ad hoc presentations to the board supplement this process.
Board review of the risk management process
Through the risk and sustainability committee, the board determines the levels of risk tolerance for the group and also ensures that risk assessments are performed on a continual basis by formally reviewing the divisional and group risk registers twice a year. This process covers economic, environmental and social risks. The group risk management process is set out in in response 1.2.
Review of integrated reporting
Ultimately the board itself is responsible for, and signs off the group integrated reporting which includes its sustainability reporting. The board is assisted by the audit committee in this regard as well as various board sub-committees which each review and approve the relevant aspect of the integrated reporting, including economic, environmental and social aspects.
Critical economic, environmental and social concerns addressed to the board and mechanisms to resolve them
Concerns are reported and addressed as part of the board’s ongoing board agenda and responsibility. Areas of immediate concern related to the economic performance and environment in which it operates. Although not always concerns, other aspects align with the group’ strategic focus areas and covered people, diversity and inclusion, sustainability as well as profitable growth opportunities. Measures to address concerns regarding underperforming corporate entities were also tabled. The board provides insight and guidance as on how the issues could be addressed.
Process of determining remuneration
Independent remuneration consultants assist the remuneration board-subcommittee in determining the approach group directors and executives. A full Barloworld Remuneration report is prepared and publically disclosed and a non-binding resolution is table at the group’s annual general meeting in this regard. Independent consultants also advise the group on its remuneration levels and approach below the executive level, as well as on its Towers Watson grading methodology to ensure parity and equity. There are no formal ‘Clawback’ provisions in the group’s remuneration approach although the South African legal framework provides for this process in relevant circumstances.
Organisations values
The group’s Code of Ethics states; Obey the law, Respect others; Be fair; Be honest; Protect the environment. The group’s worldwide code of conduct sets out the group’s 5 core values of:
- Integrity
- Excellence
- Teamwork
- Commitment
- Sustainability
Each value cover a range of aspects, reflects the group’s approach and guides individual and collect behaviours.
Aspects covered by the code of conduct are:- Integrity
- Honesty and integrity
- Conflicts of interest
- Competitive conduct
- Financial reports and accounting
- Fair communication
- Inside information
- Improper payments
- Excellence
- Product and service quality
- Value to customers
- Work environment
- Employee performance
- Employee development
- Risk management
- Enterprise point of view
- Teamwork
- Principals, suppliers and customers
- Respect for others
- Fairness and non-discrimination
- Value of diversity
- Consistent global standards
- Commitment
- Personal responsibility
- Protection of assets and information
- Electronic communications
- Personal privacy
- Labour practices
- Human rights
- Ownership and investment
- Sustainability
- Health and safety
- People and skills
- Innovation for customers
- Environmental responsibility
- Communities
The Worldwide Code of Conduct includes a statement from the Chief Executive, as well as a guide on raising and reporting ethical issues, and actions that violate, or appear to violate the code. The process includes an anonymous Barloworld Ethics line and states that Barloworld does not tolerate any reprisals by any individual against an employee for raising a concern or making a report in good faith.
Advice on ethical behaviour
The Barloworld Worldwide Code of Conduct includes a guide on raising and reporting ethical issues, and actions that violate, or appear to violate the code. The process includes an anonymous Barloworld Ethics line with all the relevant contact details, and states that Barloworld does not tolerate any reprisals by any individual against an employee for raising a concern or making a report in good faith.
Mechanisms for reporting concerns
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 also has internal grievance procedures which may be followed and which provide for escalation of issues if necessary. (See also Barloworld Whistle-Blowing policy)
-
4.2 Indicate whether the Chair of the highest governance body is also an executive officer.
Integrated Report:Governance review - Who governs us - Directors Governance review - Governance and ethics- Chairman and chief executive Governance review - Governance and ethics- Board committees Assurance statements - Statement by the board of directorsAnnual General Meeting:Corporate Governance:Governance framework - Chapter 2 - Board and directors - 2.16 Governance framework - Chapter 2 - Board and directors - 2.17 Governance framework - Composition of the board Governance framework - Chairman and chief executiveThe 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:Diversity and inclusion - Employees by ethnic background ? South Africa Diversity and inclusion - Females as % of total headcount Governance review - Who governs us - Directors Governance review - Governance and ethics - Composition of the boardAnnual General Meeting:Corporate Governance: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 fifteen (15) directors, comprising ten (10) non-executive directors, and five (5) executive directors. There are four (4) female directors.
The Barloworld board has a majority of non-executive directors. The board considers nine of the ten non-executive directors to be 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 the skills, knowledge and experience of these directors remain valuable to the organisation.
Board and committee composition
Name
Independent
Non-Executive DirectorsYear Appointed Audit General
PurposesNomination and Governance Remuneration Risk
&
SustainabilitySocial,
Ethics & TransformationDB Ntsebeza (Chairman) 1999 chairman chairman member member NP Dongwana 2012 member member FNO Edozien 2014 AGK Hamilton 2007 chairman member member member member A Landia 2013 member SS Mkhabela 2006 member chairman B Ngonyama 2012 member member SS Ntsaluba 2008 member member chairman SB Pfeiffer 2001 member member chairman Non-Independent
Non-Executive
DirectorsOI Shongwe 2007 member member Executive directors CB Thomson (CEO) 2003 member member member PJ Blackbeard 2004 member member PJ Bulterman 2009 member M Laubscher* 2005 member DM Sewela 2014 DG Wilson 2006 member * retired with effect from 04 February 2015
-
4.4 Mechanisms for shareholders and employees to provide recommendations or direction to the highest governance body.
Integrated Report:About this report - Send us your feedback Engaging with our stakeholders People - Employee engagement Governance review - Governance and ethics - Relationship with stakeholders Innovative customer solutions - Equipment Innovative customer solutions - Equipment Innovative customer solutions - Automotive and Logistics Innovative customer solutions - Automotive and Logistics - LogisticsAnnual General Meeting:Letter from chairman Notice of annual general meeting Form of proxy Notes to the form of proxy Shareholders? diary and map Question form for annual general meeting Corporate informationConsolidated Annual Financial Statements:Corporate Governance:Governance framework - Chapter 8 - Governing stakeholder relationships Governance framework - Relationship with stakeholdersThe 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
Barloworld Global Leaders Conferences at which strategic aspects are shared with the company's top leadership team, who participates formulating this strategy and related issues. These are conducted on a bi-annual basis and was held in March2015 at which the companies Vision 2020 and related strategic framework for 2016 to 2020 were formulated. - 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:This is Barloworld - Governance approach - Remuneration Governance review - Remuneration report Governance review - Remuneration report - Fixed - Base salary Governance review - Remuneration report - Variable - Short-term incentive Governance review - Remuneration report - Variable - Long-term incentive Governance review - Remuneration report - Performance targetsAnnual General Meeting:Consolidated Annual Financial Statements:Corporate Governance:Governance framework - Chapter 2 - board and directors - 2.25 Governance framework - Chapter 2 - board and directors - 2.26 Governance framework - Chapter 2 - board and directors - 2.27Remuneration Report:Remuneration report Linking remuneration to strategic objectives Overview of remuneration for executive directors and prescribed officersThe 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 the criteria necessary to measure the performance of executive directors in discharging their functions and responsibilities
- Considering the structure and development of the company's general policy on executive directors and prescribed officer remuneration
- Reviewing the appropriateness and effectiveness of the short and long term incentive schemes
- Reviewing and approving the remuneration policy of the company
- Ensuring that the remuneration report is accurate, complete and transparent; provides clear explanation of how the remuneration policy has been implemented.
- Receiving reports from the company’s independent remuneration advisers (PwC and PE Corporate Services) on global trends relating to executive and non-executive pay
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.
Corporate Governance:Governance framework - Chapter 2 - Board and directors - 2.14 Governance framework - Conflict of interest Corporate Governance - Share dealingThe 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 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:Governance review - Governance and ethics - Composition of the board Governance review - Governance and ethics - Board appointment process Governance review - Governance and ethics - Board committees - NominationAnnual General Meeting:Corporate Governance:Governance framework - Chapter 2 - Board and directors - 2.18 Governance framework - Chapter 2 - Board and directors - 2.19 Governance framework - Composition of the board Governance frameowrk - Nomination committeeTo ensure a rigorous and transparent procedure, any appointment of a director is considered by the board as a whole, on recommendation of the nomination and governance 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 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.
Furthermore, the independence of non-executives who have served on the board for longer than nine years was assessed.
The board is satisfied that nine of the ten current 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 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:Governance approach - Ethics and values Business model Chairman's letter - The Barloworld way Group executive: Human resources, strategy and sustainability report Group executive: Human resources, strategy and sustainability report - Ethics and compliance 2015 progress review Roadmap to 2015 and developing our vision 2020 - Looking forward - Our medium-term strtegy to 2020 - Strategic focus areas (SFAs) Roadmap to 2015 and developing our vision 2020 - Looking forward - Our medium-term strategy to 2020 Looking forward - Our medium-term strategy to 2020 Looking forward - Our medium-term strategy to 2020 Looking forward - Our medium-term strategy to 2020 Looking forward - Our medium-term strategy to 2020 Looking forward - Our medium-term strategy to 2020 People - Employee value model Sustainable development - The Energy Efficiency Pledge Sustainable development - Policies Sustainable development - Targets Governance review - Governance and ethics - Ethical leadership Governance review - Social, ethics and transformation reportConsolidated Annual Financial Statements:Corporate Governance:Governance framework - Ethical leadership Governance framework - Corporate citizenship Governance framework - Chapter 1 - Governance framework Governance framework - Chapter 2 - Board and directors - 2.5 Governance framework - Chapter 2 - Board and directors - 2.6 Governance framework - Chapter 2 - Board and directors - 2.9A 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 (further detail see: Looking forward – our medium term strategy to 2020: Barloworld 2015 Integrated report). 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 governance standards and includes executive commitment to responsible leadership and the Barloworld 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 the Barloworld 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 Management policy and a suite of policies dealing with anti-bribery and corruption, including gifts and hospitality and due diligence of third party service providers.
A Supplier Code of Conduct has been developed and approved and has been 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 Management Policy
- Barloworld Climate Change Policy
- Barloworld’s Code of Ethics
- Barloworld Energy Efficiency Policy
- Barloworld Environmental Policy
- Barloworld Group Gifts and Hospitality Policy
- Barloworld Group Policy on Corporate Social Investment
- Barloworld LTIFR Approach
- Barloworld Policy on Black Economic Empowerment in South Africa
- Barloworld Policy on HIV/Aids in South Africa
- Barloworld Group Stakeholder Engagement Policy
- Barloworld Group Whistle-Blowing Policy
- Barloworld Water Use and Management Policy
- Barloworld Worldwide Code of Conduct
- Barloworld South African Operations’ dti’s B-BBEE scorecards:
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:Governance approach - Governance Governance approach - Risk Chairman's letter Roadmap to 2015 and developing our Vision 2020 - Looking forward - Our medium term strategy to 2020 Managing risk Performance review against strategic focus areas - Sustainable development - Overview of environmental risk management and responses Performance review against strategic focus areas - Sustainable development - Monitoring and measurement Governance review - Governance and ethics - Corporate citizenship Governance review - Governance and ethics - Compliance with laws, rules, codes and standards Governance review - Governance and ethics - Board committees Governance review - Governance and ethics- Risk management process Governance review - Governance and ethics - Internal audit Social, ethics and transformation reportConsolidated Annual Financial Statements:Corporate Governance:Governance framework - Role and function of the board Governance framework - Ethical leadership Governance framework - Corporate citizenship Governance framework - Compliance with laws, rules, codes and standards Governance framework - Regulatory and statutory compliance Governance framework - Chapter 2 - Board and directors - 2.2 Governance framework - Chapter 2 - Board and directors - 2.7 Governance framework - Chapter 4 - The Governance of risk Governance framework - Board committees Governance framework - Social, ethics and transformation committee Governance framework - Risk and sustainability committeeRemuneration Report:There are essentially three aspects to this:
- Oversight and approval of the group’s strategic plan
- Review of group performance at quarterly board meetings. This includes:
- Economic
- Social
- Environmental aspects.
- Review of performance based on the terms of reference of various board committees which include:
- Audit
- Social, Ethics and Transformation
- Risk and Sustainability
- Remuneration
- Nomination and governance
- General purposes
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 the 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.
See also Group Strategy -
4.10 Processes for evaluating the highest governance body's own performance, particularly with respect to economic, environmental, and social performance.
Integrated Report:Governance approach - Governance Diversity and inclusion - Diverse workforce Governance review - Who governs us - Directors Governance review - Governance and ethics - Composition of the board Governance review - Governance and ethics - Board committees Statement by the board of directorsCorporate Governance:Governance framework - Role and function of the board Governance framework - Management of ethics Governance framework - Chapter 2 - board and directors Governance framework - Chapter 2 - board and directors - 2.23 Governance framework - Chapter 2 - board and directors - 2.24 Governance framework - Executive committee Governance framework - Board committees Governance framework - Audit committee Governance framework - Social, ethics and transformation committee Governance framework - Remuneration committee Governance framework - Nomination committee Governance framework - Risk and sustainability committee Governance framework - General purposes committeeRemuneration Report:Overview of remuneration for executive directors and prescribed officers Overview of remuneration for executive directors and prescribed officers - Elements of remuneration - Long-term incentives LTI award made during the yearIntegrated Report:This is Barloworld - Governance approach - Remuneration Governance review - Governance and ethics - Board and committee performance assessment Governance review - Remuneration report - Fixed Base salary Governance review - Remuneration report - Variable - Short-term incentive Governance review - Remuneration report - Variable - Long-term incentive Governance review - Remuneration report - Performance targetsAnnual General Meeting:Consolidated Annual Financial Statements:Corporate Governance:Governance framework - Chapter 2 - Board and directors - 2.22 Governance framework - Board and board committees' performance assessment Governance framework - Individual director performance assessmentRemuneration Report:Elements of remuneration - Elements of remuneration - Variable - Short-term incentive Elements of remuneration - Elements of remuneration - Variable - Long-term incentiveAnnually, the performance of the chairman, chief executive and the board as a whole is appraised. The chairman and chief executive 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 2014, 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.