King IV Principles

Ensuring sound corporate governance

King IV sets out the philosophy, principles, practices and outcomes which serve as the benchmark for corporate governance in South Africa and is an essential element of good corporate citizenship.

The table below briefly describes the principles and their application at the JSE . Principle 17 relates to institutional investors and is not relevant to the JSE.

You can read more about how we applied all the principles outlined in King IV in our integrated annual report.

Principle 1 - Lead ethically and effectively: We are committed to ethical and effective leadership and setting an ethical tone for the Group. Our directors attend most Board meetings and declare their interests at each Board and Board committee meeting. We provide ongoing development opportunities for our directors. The Board oversees the implementation and execution of policies by management.
Principle 2 - Govern the ethics of the organisation to support an ethical culture: Our ethical culture is supported by our values, Group code of conduct and ethics policy. We train our employees on our Group code of conduct and ethics policy.
An externally managed whistle-blowing hotline is available to report any misconduct.
Principle 3 - Ensure that the organisation is seen to be a responsible corporate citizen: Our sustainability strategy focuses on guiding our market to improve their sustainability disclosures, advocating for better sustainability practices and providing responsible investment products.
We operate responsibly by building trust and accountability, developing our people and managing our environmental footprint. We remain focused on inclusive growth and ongoing transformation.
Principle 4 - The organisation’s core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are inseparable elements of the value creation process: Our strategy process was designed to support the Group’s value creation objectives and its material matters. The Board also oversees the Group’s risk management processes and delegates their design, implementation and monitoring to management.
Our growth strategy focuses on pursuing inorganic opportunities and creating new lines of business beyond equity trading.
Principle 5 - 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: We prepare an integrated annual report and supplementary reports that follow the Value Foundation’s Integrated Reporting Framework and King IV recommended disclosures as appropriate to the Group.
The annual financial statements are prepared in compliance with International Financial Reporting Standards and the Companies Act, 71 of 2008 (as amended) (the Companies Act) and are audited by our external auditors.
The Board and Group Audit Committee, assisted by other Board committees, oversee our reporting suite, including the annual financial statements and all supplementary reports.
Principle 6 - The Board is the focal point and custodian of corporate governance in the organisation: The Board is the custodian of our corporate governance. The Board has a Board charter and Board policies, while the Board committees operate according to their own terms of reference. Each year the Board reviews the Board charter, Board work plan and committees’ terms of reference.
The Board also oversees adherence to provisions outlined in the Companies Act, JSE Listings Requirements, the Company’s Memorandum of Incorporation, King IV and South African common law.
Newly appointed Board members serve on the Group Risk Management committee for one full year.
Principle 7 - Appropriate balance of knowledge, skills, experience, diversity and independence to discharge governance role and responsibilities objectively and effectively: The Board comprises the appropriate number of executive and non-executive directors, the majority of whom are independent. The composition of the Board and committees is appropriate for their respective mandates, and members’ mix of knowledge, skills and experience remains a key consideration in the Board’s succession planning.
The Group has targets to enhance race and gender representation in Board membership. The Nomination Committee considers committees’ performance and composition in terms of skills, experience, diversity and independence, and feedback from the Board’s and committees’ evaluation. The Board’s composition is aligned to King IV recommended practices
Principle 8 - Ensure that arrangements for delegation within Board structures promote independent judgement, and assist with the balance of power and the effective discharge of its duties: The Board is supported by various Board committees, which have responsibilities to assist it in fulfilling certain functions. The Board committees provide feedback on their meetings after every meeting. Each committee has a workplan that lists its tasks according to its terms of reference.
The Board charter and delegation of authority ensure that Board members understand their roles and contain safeguards to maintain the appropriate balance of power on the Board..
Principle 9 - Ensure that the evaluation of the Board and its committees supports continued improvement: The Board conducts an extensive annual self-assessment process. This evaluation assesses the performance and effectiveness of the Board, Board committees, individual directors (including the Chairman and CFO) and Group company secretary. The Chairman and the Group company secretary oversee this process with support from an independent service provider.
Principle 10 - Ensure that the appointment of, and delegation to, management contribute to role clarity and the effective exercise of authority and responsibilities: Our delegation of authority framework regulates how the Board delegates authority to its committees and the Exco and stipulates which decisions are reserved for the Board. This framework is reviewed regularly. The Group has succession planning provisions in place for non-executive and executive directors.
Principle 11 - Govern risk in a way that supports the organisation in setting and achieving its strategic objectives: We apply effective management to mitigate risks and uncertainties which could hinder our value creation. The Board oversees the Group’s risk management processes and delegates their design, implementation and monitoring to management.
The Group Risk Management Committee annually reviews and approves the risk management policy and framework.
The Group Risk Management Committee and Group Audit Committee assess the effectiveness of internal controls, including financial and disclosure controls, and the effectiveness of risk management at each meeting.
Principle 12 - Govern technology and information in a way that supports the organisation setting and achieving its strategic objectives: We continue to invest in our operational capabilities, technology upgrades, information security, cybersecurity, technical skills and backup systems to ensure the operational stability of our markets and reduce operational disruption.
The Board is the ultimate custodian of technology and IT governance, supported by a specialist team at the operational level.
Principle 13 - Govern compliance with applicable laws and adopted, non-binding rules, codes and standards in a way that supports the organisation being ethical and a good corporate citizen: We have entrenched legal compliance processes to mitigate the risk of non-compliance. We constantly monitor our regulatory compliance to ensure the fulfilment of our licence operating conditions.
Principle 14 -Ensure that the organisation remunerates fairly, responsibly and transparently to promote the achievement of strategic and positive outcomes in the short, medium and long term: Our remuneration policy is designed to attract, retain and motivate talent while rewarding performance. The policy is adjusted to meet changing economic conditions and Group needs.
The Remuneration Committee reviews the policy annually to ensure it is relevant, according to best practice, and addresses the business requirements. The remuneration policy aligns with our strategic objectives and shareholder expectations is market-related and reflects good business practice.
Principle 15 - Ensure that assurance services and functions enable an effective control environment that supports the integrity of information for internal decision making and for external reports: We apply the three levels of combined assurance model aligned to King IV and designed to address significant risks and material matters effectively. The Group Audit Committee received regular reports from Group Internal Audit on any identified control weaknesses.
Principle 16 - Adopt a stakeholder-inclusive approach that balances the needs, interests and expectations of material stakeholders in the best interests of the organisation: Engaging with stakeholders is a key component of our strategy, governance principles and sustainable business practices. Governance processes and the effectiveness of stakeholder management, including the Group’s approach to stakeholder inclusivity, are aligned with King IV recommendations.