Annual integrated report 2017

Conflict

of interest

The board recognises the importance of acting in the

company’s best interest and protecting the legitimate

interests and expectations of stakeholders. The board

consistently applies the provisions of the Companies Act on

conflict-of-interest disclosure and avoidance. Directors are

required to declare their interests annually and at each board

meeting.

Statutory

powers

Section 66(1) of the Companies Act provides that the

business and affairs of a company be managed by or be

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 Companies Act or

the company’s MoI provides otherwise.

The directors’ general powers are set out in the company’s

MoI. 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.

Insider

trading

The board ensures no director, manager, employee or

nominees or members of their immediate family deals

directly or indirectly in the securities of the company on

the basis of unpublished, price-sensitive information nor

during any embargo year determined by the board in terms

of a formal policy implemented by the company secretary.

A list of people who are restricted for this purpose has

been approved by the board and is revised from time to

time. Dealings in the company’s securities by directors and

officers are listed and circulated at every board meeting for

noting. The JSE Listings Requirements extend obligations

on transactions in the company’s securities to those of any

major subsidiary. 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.

Company

secretary

Ms Ashley Biggs is the group company secretary, appointed

by the board in accordance with the Companies Act. The

secretariat provides a central source of guidance and advice

on business ethics and good governance while fostering the

highest standard of compliance with statutory and regulatory

requirements.

Under the company’s MoI, the directors

scheduled to retire by rotation at the next

annual general meeting are Mr Paul Baloyi

and Mrs Helen Wiseman.

The board functions in accordance with

the Companies Act, the recommendations

of King IV, the JSE Listings Requirements

and other applicable laws, rules and

codes. The board is responsible for, among

other things, the governance of risk and

information technology and has ensured

the company has an effective, independent

audit and risk committee and an effective

risk-based internal audit function. On the

recommendation of the audit and risk

committee, the board has considered and

approved the annual integrated report.

Based on the audit and risk committee report

and the internal auditor’s written assessment,

the board is satisfied with the effectiveness of

the internal control system.

Bidcorp’s remuneration philosophy

promotes the group’s entrepreneurial culture

within a decentralised environment with the

aim of achieving sustainable growth at all

businesses. The board defines remuneration

philosophy and aligns business strategy and

objectives with the overall goal of creating

stakeholder value. Fair and responsible

remuneration practice is a key focus area.

The objective is to maintain a balance

between employee and shareholder

interests while fostering Bidcorp’s

entrepreneurial drive.

The board carries ultimate responsibility for

remuneration policy and the remuneration

committee follows a board-approved

mandate. The board may refer matters for

shareholder approval; for example, new and

amended share-based incentive schemes

and non-executive directors’ fees. During the

year, the board accepted the remuneration

committee’s recommendations.

See details in the remuneration

committee report on page 68.

The full remuneration report is

available on the company’s website.

Key governance compliance summary

(continued)

All referenced charters and frameworks (including the

code of ethics) can be found on the company’s website.

Annual integrated report 2017

Bid Corporation Limited