Annual integrated report 2016

Governance report

King III governance register at: June 30 2016

Status update

Areas of focus

GAI score

Chapter 1. Ethical leadership and corporate citizenship

Code of ethics has been adopted by the board.

The tip-offs line is operational and managed by an independent third

party in support of the values and principles stated in the code of

ethics.

A group-wide awareness campaign is planned, highlighting

the positive role played by the tip-offs line to date and its

future benefits.

Applied –

AAA

Chapter 2. Boards and directors

Principles relating to performance assessments have been applied

and will be put into practice over coming year.

Remuneration policy, in line with King III principles, has been

approved and adopted.

Bidcorp intends to perform a board assessment in 2017

allowing the current board sufficient time to settle and

understand the business.

Applied –

AAA

Chapter 3. Audit committees

Bidcorp has reviewed and updated the composition of the audit

and risk committee in accordance with King III recommendations.

The committee is independently chaired and has direct lines of

communication with both internal and external audit teams. This

creates a sound, robust platform for engagement with management

and assurance providers.

Geographically focused divisional audit and risk committees

have been constituted, under the single chairmanship of the

group audit and risk committee. This creates opportunities for

synergistic growth and implementation of best practice while

delivering stronger assurance in the internal financial control

and risk management areas.

Applied –

AAA

Chapter 4. The governance of risk

Divisional audit and risk committees have been established. They

meet quarterly and are independently chaired by group audit and risk

committee chairman.

Ongoing reviews of key material risk exposures are

performed. Where necessary, interventions are initiated by the

board.

Applied –

AAA

Chapter 5. The governance of information technology

An IT governance framework has been adopted.

Internal audit assurance and review teams report through

the divisional and group audit and risk committee structures;

supported by specialist third-party assurance providers, as

required.

Applied –

AAA

Chapter 6. Compliance with laws, rules, codes and standards

Risk management focuses on the identification and management

of an increasingly onerous regulatory universe across Bidcorp’s

decentralised, geographically diverse structure.

Ongoing investment in training and updates for all staff

is a focus of each regional management team across

all jurisdictions.

Compliance reporting takes place through the divisional audit

and risk committee structure.

Applied –

AAA

Chapter 7. Internal audit

Internal audit provides an opinion to the audit and risk committee on

the current state of internal control, internal financial control and risk

management.

Internal audit adopts a risk-based audit approach when scrutinising

the risk management process throughout the group.

Internal audit continuously reviews the audit approach

to ensure it is driven by the key risks of the operational

environment.

Upskilling, training and alignment with a changing operational

environment are key for internal audit to stay relevant and

value adding.

Applied –

AAA

Chapter 8. Governing stakeholder relationships

Management identifies key stakeholder groups and reports

continued engagement processes to the social and ethics

committee, while focusing on the communication processes that

monitor and strengthen these relationships.

Bidcorp management continues to identify and enhance

stakeholder communication plans and reporting mechanisms.

Applied –

AAA

Chapter 9. Integrated reporting and disclosure

Bidcorp uses various media for reporting and disclosure. They

include printed and soft copy materials and web-based content.

Bidcorp seeks feedback from third-party sources while

continually developing its annual integrated report in line with

best practice.

Applied –

AAA

www.

All referenced charters and frameworks (including the code of ethics and stakeholder communication among others) can be found in the

online report.

Page 40

| Bidcorp Limited Annual integrated report 2016