Annual Integrated Report 2019

The Bidcorp board ensures the necessary levels of assurance services and functions are in place through the delegation of this function to the group audit and risk committee. This committee, supported by the divisional audit and risk committee structure enables an effective control environment which is equipped to assure the integrity of information reported back to the board, enabling effective decision making. The board has ensured that the company has an effective, independent audit and risk committee and an effective risk-based internal audit function. Based on the audit and risk committee report and the internal auditors’ written assessment, the board is satisfied with the effectiveness of the internal control system. AFS audit and risk committee report, pages 73 to 75 Bidcorp has a group-wide robust, independent, risk-based internal audit function whose authority and responsibilities are defined in a board-approved charter that is consistent with the Institute of Internal Auditors’ internal audit scope and King IV principles. The internal audit function objectively evaluates business processes and internal controls, to support management’s efforts to foster a strong control environment focused on operational excellence. Internal Audit Charter on the website http://www.bidcorpgroup.com/charters.php The group and divisional internal audit managers’ report to the independent chairman of the audit and risk committee and have unrestricted access to members of the audit and risk committee and executives of the organisation. Regular meetings take place between the internal audit managers and the chairman of the audit and risk committee. The Internal Audit (IA) function is well-constituted with professional audit staff, possessing sufficient knowledge, skillset and experience to execute their responsibilities. A risk-based IA plan is annually approved by the divisional and group audit and risk committees and each quarter reviewed by the committee for progress and potential adjustments to meet the evolving risk environment of each business. In accordance with the group’s combined assurance model, the IA team liaises with all other assurance providers, including but not limited to the external auditors, the insurance risk analysis team, health and safety teams, food safety experts etc. Using the latest in artificial intelligence technologies, smart and intuitive tools and continuous audit methodologies, IA is able to maximise efficiencies in the key risks assurance coverage to advise on the effectiveness of the control environment and associated risks. How we “ESG” our business – Governance Bidcorp is all about the food, the service and the technology; driving our continued commitment to create sustainable value for all our stakeholders. The group is committed and adheres to the highest level of corporate governance and business integrity. Achieved through the support and buy-in from each of the global management teams, providing and implementing robust structures and best practices to deliver timely, compliant and value-adding information to the centre. The Bidcorp board serves as the focal point and custodian of governance within the group. The board’s role and responsibilities are set out in the annually reviewed and adopted board charter, which is compliant with the requirements of the Companies Act, the recommendations of King IV, the JSE Listings Requirements and other applicable laws, rules and codes. This charter sets the tone and is indicative of the board’s commitment to the four values that underpin good governance: responsibility, accountability, fairness and transparency. Board Charter on the website http://www.bidcorpgroup.com/charters.php In line with the Companies Act, the Bidcorp board charter, read in conjunction with the Memorandum of Incorporation (MoI) provides that the company and its affairs be managed by the direction of the board, which has the authority to exercise all the powers and perform all the functions of the company. The directors’ general powers are set out in the company’s MoI. The board delegates specific responsibilities to board committees which focus on the needs and strategies of the business while meeting the reporting requirements of a JSE listed entity. AFS director and committee reports, pages 69 to 79 Our executive directors are responsible for the successful implementation of group- wide, business specific strategies through the execution of the necessary operational decisions. Non-executive directors provide an independent perspective and complement the skills and experience of our executive directors. Non-executive directors objectively assess Bidcorp’s strategy, budget, performance, risk oversight, diversity, employment equity and standards of conduct. Mandatory governance requirements, both statutory and legislative, are addressed by each Bidfood management team, directed under group guidance through the divisional audit and risk committees’ approval of relevant charters, codes, policies and frameworks. In line with Bidcorp’s decentralised structure, operational management develops business specific policies and procedures which effectively and efficiently delivers on the group requirements. The board comprises an independent non-executive chairman, a lead independent non-executive director and a further six independent non-executive directors, one non-executive director and two executive directors. Due to our wide geographic spread, the nature of the business and the group’s decentralised structure, the directors concluded that there be no prescribed officers of the company appointed at this time. No individual has unfettered powers of decision making. Responsibility for running the board and executive responsibility for the business are separate and clearly defined. Mr S Koseff is the board’s independent chairman and Mr BL Berson, an executive director, is chief executive. The performance of the board and board committees was independently appraised by an external party. The appraisal process included indepth interviews with each director, providing anonymised feedback to our chairman and board for consideration. Bidcorp is pleased to report positive and supportive feedback received and has embraced those suggestions where improvements can be made. It is the view of the appraisal feedback to the chairman that the board and board committees are functioning effectively and efficiently. As our business develops and grows, so too does our board. Mr DDB Band, Bidcorp’s lead independent director, who was re-elected at the 2018 AGM, will be retiring at the 2019 AGM. The insight and leadership provided by Mr Band over his tenure is invaluable. Bidcorp thanks Mr Band for his significant contribution to the group. A new lead independent director will be appointed on Mr Band’s retirement. To strengthen and grow the board’s diversity, it has been decided to appoint two additional independent non-executive directors. Bidcorp welcomes the new skill and diversity to the board. The board has a rigorous and transparent procedure for considering new director appointments when necessary to ensure that the board composition is aligned with the diversity policy and with group strategy. Ms AK 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. 1. Governance 2. Assurance 64 / Bid Corporation Limited Annual integrated report 2019