Corporate Governance

Statement of compliance | The board of directors

Introduction

As part of its ongoing objective to ensure sustainable performance, the board of directors of Aveng Limited (the board) has long acknowledged that good corporate governance is an integral part of the Aveng Group’s operations and that this is achieved as a result of collective responsibility and shared accountability. The aim to not only protect but also enhance the reputation of the Aveng Group, one of the most important assets of any business, is a major driving force behind the board’s commitment to uphold the principles of fairness, accountability, responsibility and transparency based on a foundation of ethical leadership.

The board fully supports the application of the recommendations as contained in the King Report on Governance for South Africa, 2009 (King III) through which shareholders and stakeholders are assured that the Aveng Group is being managed ethically and in compliance with relevant legislation and best practice.

Statement of compliance

JSE Limited
The company is subject to, and remains compliant with, the Listings Requirements of the JSE Limited.

King Report on Governance for South Africa, 2009
As part of its commitment to good corporate governance, the company continues to apply the recommendations as contained in King III and to identify areas where such application can be enhanced in the best interest of the company.

Companies Act 71 of 2008
The new Companies Act 71 of 2008 (Act) came into effect on 1 May 2011 and the company has taken the necessary actions to ensure compliance with all relevant provisions of the Act. Shareholders will be requested to approve the adoption of the new memorandum of incorporation of the company, the salient features of which are set out on pages 192 to 195 of this integrated report, at the forthcoming annual general meeting.

The board of directors

The board of directors of Aveng Limited is the highest decision making body within the group and the ultimate custodian of corporate governance. The board aspires to exercise leadership, integrity and judgment in the pursuit of the group’s strategic goals and objectives.

Day-to-day responsibilities for corporate governance are overseen by management which regularly reports to the board and board committees. The chairman of the board and the chairmen of the board committees play an active role in all corporate governance matters and regularly interact with executive directors and management.

The board oversees processes which ensure that each business area and every employee of the group is responsible for acting in accordance with sound corporate governance principles in their relationships with management, shareholders and other stakeholders.

The board has a formal charter which, among other things, sets out its role and responsibilities in areas such as ethical leadership, strategy, financial management, risk management, compliance, sustainability and governance in general. The charter addresses the specific duties of individual directors both in terms of the common law as well as the provisions of the Act. Important elements of good governance that are also covered in the charter include the roles of the chairman and the chief executive officer, the focus on stakeholder relationships, the implementation of a proper delegation of authority and the composition and evaluation of the board and its various committees.

The board is satisfied that, for the year under review, it has complied with the terms of its charter.

In accordance with King III and the JSE Listings Requirements, the roles of chairman and chief executive officer are separated and there is a clear division of responsibilities within the board and the company, ensuring a balance of power and authority. The position of chairman is held by an independent non-executive director. The majority of the directors of the board are independent and the ratio of executive to non-executive directors ensures that the board is sufficiently informed by independent perspectives. The formal process for nominating new candidates for appointment as directors to the board is overseen by the remuneration and nomination committee. Any appointments of directors are approved by the board as a whole and newly appointed directors are expected to stand down at the first annual general meeting following their appointment for election by shareholders.

More Details can be found in the Integrated report here