CORPORATE GOVERNANCE

 

 

INTRODUCTION

The arrival of the pandemic required Emira to shift into defensive mode. The Board held three special meetings during the months of April, May and June 2020 where management provided an update on operating conditions, any changes to the risks faced by the Group, actions taken to assist tenants and manage risks as well as Emira’s solvency and liquidity position. While the strategy to selectively recycle non-core assets remains in place, further investment expansion plans are on hold until there is greater certainty on the future.

During the year under review, the Board adopted a policy on the promotion of broader diversity on the Board, focusing not only on gender and race but also on the promotion of other diversity attributes such as culture, age, field of knowledge, skills and experience.

It also adopted a new framework with regards to non-executive director tenure which is discussed more fully in this report. As a result, Nocawe Makiwane retired with effect from 1 April 2020 after serving on the Board for 14 years and Bryan Kent retires with effect from 31 October 2020 after serving on the Board for 13,5 years. A heartfelt thank you to both of you for your years of dedication, support and sage advice and I wish you well.

On 25 June 2020, two new directors were appointed to the Board with effect from 1 July 2020. Berlina Moroole joins the Board as an independent non-executive director and James Templeton, as a non-executive director. The appointments have strengthened Emira’s leadership and oversight and we welcome their contributions.

While uncertainty remains over the short term, I am confident that Emira will stay true to its purpose of being great in the provision of great real estate and will navigate through troubles of the present with a strong team and the support of the Board.

Gerhard van Zyl Chairman of the Board

 

APPLICATION OF KING IV

The four governance outcomes set out by the King IV Report on Corporate Governance for South Africa, 2016 (“King IV”) are as follows: ethical culture, good performance, effective control and legitimacy, all of which are endorsed and supported by the Group. The discussion that follows explains how the Group has applied these principles.

The application of the King IV principles is assessed and reviewed on an ongoing basis.

 

ETHICAL LEADERSHIP
PRINCIPLE 1:

The governing body should lead ethically and effectively. Emira’s Board provides ethical and effective leadership to guide the business through challenging and uncertain times. This approach is embodied by “the Emira way” — doing business honestly, transparently and with mutual respect, accountability, fairness and responsibility. This philosophy guides the Company’s dealings with its staff, shareholders, tenants, communities, investment partners, property managers and other stakeholders. The Emira way is supported by a set of policies, practices and procedures, as set out in the sections that follow.

The Board acknowledges and embraces the responsibilities bestowed upon it by the Companies Act and the King IV Report on Corporate Governance and is fundamentally responsible for ensuring that Emira’s strategy, risk, performance and sustainability are inseparable.

Principles in the Charter of Corporate Governance set up firm operational processes, procedures and tools to institute, implement, monitor and control internal policies and procedures in furtherance of corporate governance, effective compliance and risk management.

 

MANAGING CONFLICTS OF INTEREST

Emira has a policy in place to proactively manage directors’ conflicts of interest. When directors become aware that they have a direct or indirect interest in any existing or proposed transaction with an entity of Emira, they notify the Company Secretary who in turn informs the Board’s Chairman.

The Company keeps a register of all directors’ internal and external interests, which is updated with any changes reported by directors, either prior to or during each Board meeting.

This process was adhered to for the year under review and directors recused themselves from any discussions as a result of personal conflict of interests. Any potential professional conflict of interests is disclosed by the director concerned and noted in the Board minutes. One of the independent non-executive directors deals with matters where the Chairman may be conflicted. The Company’s conflict of interest policy is regularly reviewed and enhanced as and when necessary.

 

DIRECTORS’ DEALINGS IN SHARES

The Board-approved policy on dealing in shares is in place to ensure that directors and all staff are prohibited from dealings in the Company’s shares in periods immediately prior to the announcement of Emira’s interim and year-end financial results and at any other time deemed necessary by the Board or as required in terms of the JSE regulations.

Before trading in shares, directors must obtain written clearance from the Chairman, who consults with the CEO before granting the clearance to ensure that there is no material price sensitive information that has not been disclosed to the market. Clearance is provided on receipt of a written request from the director. The Company’s policy and all necessary disclosures align with the JSE Listings Requirements.

 

DEVELOPMENT OF DIRECTORS

The Board has a policy in place for the induction of newly appointed directors, which includes a sound understanding of the Company’s operations to adequately perform their duties and responsibilities. The Company also encourages the further development of directors, which includes training programmes that are coordinated by the Company Secretary and cover relevant topics such as economic and property industry trends. In addition, relevant new developments are communicated to directors at Board meetings, including those regarding the Companies Act, corporate governance and other relevant legislation.

 

ORGANISATIONAL ETHICS PRINCIPLE 2:

The governing body should govern the ethics of the organisation in a way that supports the establishment of an ethical culture.

 

CORPORATE VALUES AND CULTURE

The Board understands the importance of maintaining an ethical corporate culture as a means to create long-term business value and stakeholder support.

The Company follows the values of “the Emira way”, with respectful business dealings, a working environment that allows for employee empowerment, and an open-door policy that encourages the free flow of ideas between management and staff.

In order to see these objectives to fruition, the Board delegates the responsibility to the Environmental, Social and Governance Committee. Good corporate governance is integral to delivering sustainable growth and to that end, the Board of Directors reviews the governance climate, structures and processes, which are enhanced to accommodate internal developments and ensure best practice.

 

CODE OF ETHICS AND CONDUCT

Emira has a Board-approved code of ethics in place, which sets out the ethical business practices of the Company. The code actively promotes the avoidance of possible conflicts of interest within specific areas of competence.

The code reinforces Emira’s values of responsibility, honesty, fairness and mutual respect and dictates that all actions must be trustworthy and ethical. Through the code, all directors, officers and employees are obliged to interact with one another and with stakeholders with integrity. Ethical business practices have been included in the terms of appointment of contract and service providers. The code is reviewed annually and can be found on Emira’s website: www.emira.co.za. In accordance with the code, employees must act with the highest personal and moral standards and must demonstrate respect for human dignity of all other people.

All members of staff are expected to conduct personal affairs in a proper and responsible manner and must sign the code of conduct on commencement of employment. In terms of the code of ethics, there have been no issues of non-compliance, fines or prosecutions levied against Emira or its management. There is currently no need to change focus with regard to ethics.

 

GIFT DECLARATION POLICY

The Company has policies in place that encourage transparency and the ethical conduct of employees, including a policy on receiving and declaring gifts.

The definition of gifts that are given or received can include any number of physical items, services or anything of value that can be transferred from one to another. Before staff can receive or give such gifts, they must first obtain written permission from senior management or the Company’s executives. The gifts policy is reviewed on an annual basis.

 

WHISTLEBLOWING

Emira has considered implementing a whistleblowing facility but does not currently have such a facility in place due to the Company’s small size.

 

ADHERING TO ETHICAL STANDARDS

Emira’s ethics programme is in place to ensure that employees adhere to the Company’s policies and high ethical standards of conduct. Emira’s opendoor policy encourages an environment of honest, transparent and mutually respectful engagement between executives and staff. This allows for any instances of unethical behaviour to be reported freely by staff and without fear of reprisal.

 

RESPONSIBLE CORPORATE CITIZENSHIP
PRINCIPLE 3:

The governing body should ensure that the organisation is and is seen to be a responsible corporate citizen. It is important for Emira to both live the values of being a responsible corporate citizen, and to be seen as one by the market and society. The Company creates sustainable returns for its shareholders and other stakeholders by delivering on its environmental, social and governance principles.

The Company has a number of projects and initiatives underway that aim to:

Reduce Emira’s impact on the environment

› Projects that enhance and reduce Emira’s carbon footprint
› Renewable/alternative energy investments into PV (solar power)
› Water intervention projects save water through efficiency and harvesting

Foster a culture of good corporate governance

› Honesty, transparency and fairness are cornerstones of Emira’s business dealings
› The Company is focused on all relevant forms of compliance and is fully tax compliant
› Emira maintains a politically neutral stance and does not donate to any political parties

Promote development, employment equity and the health, safety and the well-being of employees
› Emira has a graduate development programme in place which targets black graduates with an aim to training and upskilling them into full-time Emira employees
› Emira encourages the development and personal growth of employees in alignment with the Company’s objectives
› Emira’s responsible retirement policy ensures that employees safeguard their futures by contributing to retirement plans
› Mandatory medical aid membership for staff encourages a healthy workforce
› Health and safety initiatives monitor the health and safety of employees through stringent adherence to the OHS ACT

Drive transformation across the business

› Emira has adopted a policy in respect of both gender and racial diversity
› Emira has a preferential procurement policy that targets the procurement of goods and services from BEE compliant suppliers and service providers, with a focus on small- and medium-sized businesses
› The Company’s supplier development initiatives promote and financially assist BEE compliant suppliers
› A BEE equity scheme was implemented to transform Emira’s shareholder base

 

STRATEGY AND PERFORMANCE

PRINCIPLE 4:

The governing body should appreciate that the organisation’s core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process.

 

STRATEGY

The Board is ultimately responsible for performance by determining and overseeing the strategic direction of the business. The Board ensures that the company’s purpose and values align with its strategy and ESG objectives. During the year under review, the Board held its annual strategy session, where the Company’s high level strategic plan was set, which included both the short- and long-term plans for the business. Emira’s strategic priorities are performance objectives that are set by the Board for the short to medium term.

At the annual strategy session, the Board also considered the future in terms of Emira’s strategic direction and set out the long-term plan for creating sustainable stakeholder value: Long-term objectives
› Being a great provider of great space in real estate
› Holding a balanced and diversified portfolio of assets, both by sector and geography, locally and offshore
› Ensuring sufficient balance sheet strength and liquidity
› Partnering with specialists and co-investing
› Optimising net income and growing distributions

 

GOING CONCERN

The going-concern basis has been adopted in preparing the Company’s financial statements. The onset of COVID-19 required Emira’s solvency and liquidity to be interrogated even more so than before. The directors have no reason to believe that Emira will not be a going concern in the foreseeable future, based on forecasts and available cash resources. The financial statements support Emira’s viability, accountability and effective internal control processes. The Company’s going-concern status is assessed quarterly, or four times a year, rather than just twice at the six- month intervals when Emira declares its dividends to shareholders.

 

REPORTING
PRINCIPLE 5:

The governing body should ensure that reports issued by the organisation enable stakeholders to make informed assessments of the organisation’s performance, and its short, medium and long- term prospects.
It is the Audit Committee’s responsibility to oversee and ensure the integrity of Emira’s annual reports and other disclosures. Ultimately, the Board is responsible for approving disclosures and reports prior to publication. To assist the Board in this regard, the following reporting frameworks and standards are adhered to in the reporting process:

Emira’s reporting frameworks

› King IV Report on Corporate Governance for South Africa 2016 (“King IV”)
› International Integrated Reporting Council’s International Framework (“ Framework”)
› The Companies Act, No. 71 of 2008, as amended (“the Companies Act”)
› International Financial Reporting Standards (“IFRS”)
› The Listings Requirements of the JSE Limited (“the JSE Listings Requirements”)

The Audit Committee is responsible for overseeing the Company’s annual financial statements. It is the Board’s responsibility to ensure that the Company’s annual financial statements are reported to a high standard. In addition to the disclosures required by IFRS, the Company provides further explanations on critical accounting estimates, which enhances its disclosures and makes them more accessible.

CRITICAL ACCOUNTING ESTIMATES, JUDGEMENTS AND ASSUMPTIONS

For the year under review, the critical accounting estimates, judgements and assumptions required by management were as follows:
› Investment property
› Accounts receivable
› Revenue recognition
› Estimated credit losses
› Derivative financial instruments
› Current and deferred tax
› Investment in associates, joint ventures and other financial assets
› Accounting treatment of the B-BBEE transaction and ESA Trust, including the treatment post the provision of the guarantee to their third-party debt funders
› IFRS 16 Leases

Once the Board has reviewed and approved the annual financial statements, they are presented to the Company’s shareholders. The Board has approved Emira’s 2020 annual financial statements and believes they are an accurate presentation of the Company’s financial status, and that the Company’s subsidiaries and affiliated entities have been properly consolidated and presented.

Compliance with corporate laws

Emira has complied with the Companies Act, particularly with reference to the incorporation provisions as set out in the Companies Act and has operated in conformity with Emira’s Memorandum of Incorporation during the year under review.

 

GOVERNING STRUCTURES AND DELEGATION
PRINCIPLE 6:

The governing body should serve as the focal point and custodian of corporate governance in the organisation.

 

PRIMARY ROLE AND RESPONSIBILITIES OF THE BOARD
BOARD CHARTER

The Company’s detailed Board Charter is aligned to King IV. The charter sets out the composition of the Board, defines the directors’ fiduciary duties and roles, provides a clear division of directors’ responsibilities and accountability, both collectively and individually, to ensure an appropriate balance of power and authority. The charter also provides details on the processes of appointment, tenure and rotation of directors.

To summarise the Board Charter, the Board’s primary responsibilities are to:

› Provide direction for Emira’s strategy and monitor its implementation;
› Ensure high standards of ethical conduct and compliance with laws and regulations;
› Appoint and evaluate the performance of the CEO, CFO, COO and company secretary;
› Monitor materiality, key risk areas, performance indicators and management;
› Review the Company’s financial results and procedures, policies and codes of conduct;
› Establish and set the terms of reference for the Board committees; and
› Approve financial and non-financial objectives, including economic, environmental social and governance.

Key focus areas of the Board in 2020

During the year, the Board’s key focus area was to reassess the strategy of the Fund. The arrival of the COVID-19 pandemic has forced Emira to shift into defensive mode to protect its liquidity. While the strategy to selectively recycle assets which are deemed non-core remains in place, further expansion offshore into the USA as well as locally into both industrial and residential opportunities are on hold until there is greater certainty on the future. The Board has affirmed that the strategy of being a balanced and diversified fund, both by sector and geography remains appropriate. The Board confirms that it is satisfied that it has carried out its duties and responsibilities in compliance with its mandate and the Board Charter.

 

BOARD ACCESS TO INFORMATION AND RESOURCES

In order to make informed decisions, Board members must have sufficient information covering the matter at hand. To this end, the Company’s directors all have access to Emira’s records, information, documents and property.

To enable the directors to perform their duties to a high standard, the Board continuously assesses and provides for their information needs. On occasion, the Board may need to seek independent advice, legal or otherwise, information or opinions from external, professional resources, which are provided at the Company’s expense. During the year, there were no instances where the directors required the Company to procure such services.

Non-executive directors also have unfettered access to management at any time. Directors are informed timeously of matters that will be discussed at meetings and comprehensive information packs are provided well in advance of all meetings.

 

BOARD MEETINGS AND ATTENDANCE

Meetings for the Board were held five times during the year under review and aligned with the Company’s financial reporting cycle. The Audit, Risk, Finance and Investment Committees held four meeting during the year with the Environmental, Social and Governance Committee meeting twice during the year and the Remuneration and Nomination Committee meeting three times during the year.

Board meeting attendance by the Company’s directors for the year is as follows, with new appointees in attendance where applicable. The implementation of the national lockdown by the South African Government to curtail the spread of COVID-19 gave rise to unprecedented circumstances for Emira and its tenants. The Board held three special meetings during the months of April, May and June 2020 where management provided an update on operating conditions, any changes to the risks faced by the Group, actions taken to assist tenants and manage risks as well as Emira’s solvency and liquidity position.

 

COMPOSITION OF THE BOARD
PRINCIPLE 7:

The governing body should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively.

Creating sustainable value for stakeholders goes hand in hand with good corporate governance. To this end, Emira believes that its Board composition is balanced and is in line with best practice guidelines. The Board considers the Chairman to be independent, however, a lead independent director would be appointed if the Chairman was no longer considered to be independent by the Board.

The Board follows a unitary board structure and, as at 30 June 2020, it comprised 11 directors, eight of whom are independent non-executive directors, and three are executive directors. As announced on SENS on 25 June 2020, two new directors were appointed to the Board with effect from 1 July 2020, namely Berlina Moroole, an independent non-executive director and James Templeton, a non-executive director.

The appointments have strengthened Emira’s leadership and oversight. The Board is constituted in accordance with the Company’s Memorandum of Incorporation (“MOI”) and the principles of King IV. To effectively and objectively discharge its governance role and responsibilities, the Board is appropriately balanced in terms of its levels of competence, skills, knowledge, experience, diversity and independence.

 

CHANGES TO THE BOARD IN 2020 THE COMPANY’S DIRECTORS AS AT 30 JUNE 2020

› G van Zyl — Independent Non-executive Chairman
› MS Aitken — Independent Non-executive Director
› BH Kent — Independent Non-executive Director
› V Mahlangu — Independent Non-executive Director
› W McCurrie — Independent Non-executive Director
› V Nkonyeni — Independent Non-executive Director
› J Nyker — Independent Non-executive Director
› DJJ Thomas — Independent Non-executive Director
› GM Jennett — Chief Executive Officer (“CEO”)
› G Booyens — Chief Financial Officer (“CFO”)
› U van Biljon — Chief Operating Officer (“COO”)

 

RESIGNATION EFFECTIVE 31 MARCH 2020

› NE Makiwane — Independent Non-executive Director

 

APPOINTMENTS EFFECTIVE 1 JULY 2020

› B Moroole — Independent Non-executive Director
› J Templeton — Non-executive Director

 

RESIGNATION EFFECTIVE 31 OCTOBER 2020

› BH Kent — Independent Non-executive Director

 

NEW BOARD APPOINTMENTS

The Remuneration and Nominations Committee regularly assesses the need for new Board appointments. Prospective new directors must go through a process of background checks, screening and due diligence. Candidates who are recommended through this process may then be approved for appointment by the Board. When appointing a new Board member, candidates undergo a formal interview to determine whether they have sufficient skills as well as time and capacity available in order to fulfil the requisite duties.

 

DIVERSITY OF THE BOARD

An important enabler of value creation is a balanced Board comprised of individuals with diverse and complementary skills. To this end, the Board ensures that the directors have a diverse range of knowledge, expertise and experience in strategic, financial, commercial and property activities, in order to function efficiently and effectively, while exercising independent judgement in Board decisions and deliberations.

The Board has adopted a policy on the promotion of broader diversity on the Board, focusing not only on gender and race but also on the promotion of other diversity attributes such as culture, age, field of knowledge, skills and experience. These combined skills and experience benefit the Board as a whole in its supervisory role. Biographies of the Board can be found on pages 9 of this integrated report.

 

DIVERSITY OF AGE

In order to enhance the diversity of age on the Board, the Company has adopted a new policy on director rotation, which is discussed below, under the heading Board refreshment and succession. As at 30 June 2020, the average age of the Company’s directors is 55 years.

 

INDEPENDENCE OF THE BOARD

To maintain the Board’s healthy levels of objective oversight, the Remuneration and Nominations Committee regularly assesses the independence of directors and reports on this to the full Board. To confirm the independence of the Board, directors are individually assessed on an annual basis in a process that considers the JSE Listings Requirements, the Companies Act and King IV.

 

KEY LEADERSHIP

Roles, functions and responsibilities

Emira’s Board is led by Independent Non-executive Chairman, Gerhard van Zyl. The Company’s Chairman is appointed on an annual basis and is responsible for the Board’s effective leadership by fulfilling the King IV role and functions.
The Chairman’s role and responsibilities are distinct and completely separated from those of the CEO. This provides a clear division of responsibilities and ensures an appropriate balance of power and authorities such that no director has unfettered powers of decision-making.

The CEO, CFO and COO represent executive management on the Board in order to enhance the direct access and levels of interaction that exist between the Company’s non-executive directors and management. The responsibilities and duties of the Board members are set out within this report to illustrate their various roles in the value creation process.

 

CHAIRMAN

As the Board’s leader, he ensures that the integrity and effectiveness of the Board and its committees are upheld at all times. Leads by example to ensure that both the Board and the Company maintain high standards of corporate governance and ethical conduct.

 

CEO

The primary executive responsible for effectively managing and running Emira’s business according to its Board-approved strategies and objectives. Chairs Emira’s EXCO, leads and drives the performance of executive and senior management. Ensures that the Board is kept up-to-date and accurately informed of Emira’s performance.

 

 

 


 

The status of Derek Thomas’ independence changed during the year such that he is now considered to be an independent non-executive director.
The Company ensures that members of the Board are independent from the management team as follows:
› maintaining an independent non-executive chairperson;
› maintaining a majority of non-executive directors including independent non-executive directors;
› the remuneration of the non-executive directors being unrelated to the financial performance of Emira; and
› all directors being entitled to seek independent professional advice concerning the affairs of Emira at the Company’s expense.

 

GENDER AND RACIAL DIVERSITY

To address and enhance diversity of the Board, the Company has policies on race and gender, which are both considered when appointing new directors.

The Remuneration and Nominations Committee ensures that it has the appropriate balance of skills and expertise to facilitate the strategic direction of the Company. During the year under review, with the retirement of Nocawe Makiwane a black female independent non-executive director, Emira’s B-BBEE Board representation dipped below its target of 40% to 36%. This also led to the target of 25% female representation being missed and falling to 18%.

Post year-end appointments include one black female director, increasing gender diversity to 23% female, with racial diversity currently 38% black. Should a vacancy arise, suitable candidates in line with the Board’s race and gender diversity targets will be considered.

 

BOARD REFRESHMENT AND SUCCESSION

To address both diversity and business continuity, the Remuneration and Nominations Committee oversees the Company’s succession planning. Emira is a relatively small company with a headcount of 24 permanent staff members, including three executive directors.

To ensure seamless operation, the Company has a succession plan in place to address any shortfalls should the need arise. If required, the Board Chairman, as well as the Chief Financial Officer and/or Chief Operating Officer would be able to fulfil the role and assume the responsibilities of the Chief Executive Officer. Likewise, the current Chief Executive Officer was Emira’s previous Chief Financial Officer and would be able to assume these duties while the recruitment process for the needed position is underway.

The other executive directors together with the senior asset managers are also able to assume the duties of the Chief Operating Officer if required. Emira’s succession plan specifies key areas of need such as ensuring membership of the Audit and Risk Committee are suitably filled. These and other factors are also considered when targeting new Board appointments.

 

PERFORMANCE OF THE BOARD

The Board is responsible for setting Emira’s strategic objectives and determines the Company’s investment and performance criteria. Furthermore, the Board is responsible for the proper management, control, compliance and ethical behaviour of the business under its direction. During the year under review, Acorim (Pty) Limited conducted an evaluation of the Board. For more information, refer to Principle 9 on page 94 of this report.

 

APPOINTMENT, ROTATION AND RE-ELECTION OF DIRECTORS

New directors are appointed to the Board by way of a transparent policy that is in place to ensure a formal and fair process is followed, which includes policy-approved selection criteria. The Board delegates the nomination of new directors to the Remuneration and Nominations Committee, which comprises a majority of independent directors. The committee makes its recommendations to the Board, which is then responsible for considering and ultimately approving the recommendations to formalise appointments.

 

DIRECTORS’ TENURE POLICY SNAPSHOT

The Company’s MOI states that:
› One-third of directors must retire by rotation at each AGM to be eligible for re-election
› If at the date of any AGM any director will have held office for a period of three years since his/ her last election of appointment shall retire at such meeting
› The directors so to retire at each AGM shall be those who have been longest in office since their last election

As set out in the notice of AGM and in terms of the MOI, Vusi Mahlangu, Vuyisa Nkonyeni and Gerhard van Zyl are due to retire by rotation at the upcoming AGM in order to be eligible for re- election.

During the year, the Board adopted the following framework with regards to non-executive director (“NED”) tenure:
1. Initial period of three years
2. Extendable, with unanimous approval, for two further periods of three years (to nine years)
3. Extendable, with unanimous approval for three further periods of one year each (to 12 years)
4. Special exception for specific skills, with unanimous approval for three further periods of one year each (to 15 years)
5. Maximum retirement age is 70 years old
6. Maximum number of three NEDs more than 10 years and no more than two NEDs retiring in any year

As a result of the new framework Nocawe Makiwane retired with effect from 1 April 2020 after serving on the Board for 14 years. Further, Bryan Kent retires with effect from 31 October 2020 after serving on the Board for 13,5 years. The Board has determined that Michael Aitken, who has served on the Board for 13 years, possesses specific skills required by the Board and his tenure

has therefore been extended. Vusi Mahlangu, Wayne McCurrie and Vuyisa Nkonyeni have all served on the Board for nine years or longer and the Board has assessed by way of a thorough and transparent process that they, as well as Michael Aitken, all remain independent.

 

BOARD COMMITTEES PRINCIPLE 8:

The governing body should ensure that its arrangements for delegation within its own structures promote independent judgement and assist with balance of power and the effective discharge of its duties.

 

DELEGATION OF AUTHORITY FRAMEWORK

The Company’s delegation of authority framework helps to clarify the various Board and Committee roles to enable the effective exercise of authority and responsibilities. The delegation of authority framework is reviewed and updated where necessary by the Risk Committee, which then presents it to the Board on an annual basis.

The Board is satisfied with the framework and has approved it until the next review during the coming year. To assist the Board in discharging its collective responsibilities, certain Board responsibilities have been delegated to the committees set out in the governance structure below. In doing so, the Board facilitates independent oversight of key areas of the business. This enhances the realisation of strategy and unlocks the value provided by the directors through their respective areas of expertise. Each committee acts within the boundaries of clearly defined, Board-approved terms of reference.

These committees meet independently and provide detailed feedback to the Board via their chairpersons. All committee meetings are minuted and directors may raise any questions arising from these minutes. The various committee chairpersons have confirmed that the terms of reference have been materially complied with for the year under review.

As the Company’s ultimate authority, the Board does not delegate responsibilities that include strategic planning; identifying materiality, risks and opportunities; the appointment, oversight and remuneration of executives; succession planning; interactions with shareholders; matters of compliance; and financial controls.

The Board delegates certain responsibilities via financial authority thresholds that deal with specified values of acquisitions, disposals and capex. These thresholds are approved annually by the Board after reviewing the Investment Committee’s recommendations