Page 21 - Niveus - Integrated report 2013

CORPORATE GOVERNANCE
Ethics and compliance with codes of
corporate practice
The Niveus board of directors is committed to the principles of good corporate
governance. Ethical behaviour in company undertakings is maintained by all
directors, officers and staff in accordance with the group’s ethics policy. The policy
requires that individual employees comply with all relevant legal requirements and
regulations that apply to their area of work and provides guidance on matters such
as respecting intellectual property rights and avoiding conflict of interest. Niveus
acknowledges and understands that the structure of its investments requires
a shared set of core values and ethical conduct to which each employee is held
accountable.
The directors of Niveus are accountable to act in accordance with the group’s
directors’ code of conduct. The governing principles are broadly defined as
standards of diligence and good faith.
The board endorses the Code of Corporate Practices and Conduct set out in the
King III Report on Corporate Governance for South Africa (“King III”).
The board acknowledges its responsibility to ensure the integrity of the integrated
report, believes that it addresses all material issues, and that it fairly represents the
integrated performance of Niveus. The company’s commitment to good corporate
governance is formalised in its charter and policies.
As a corporate citizen, Niveus has a responsibility to conduct its affairs with diligence
and responsibility, and to safeguard the interests of all stakeholders.
The board is accountable for the strategy, direction and corporate behaviour of
the company. This includes oversight over policies and procedures that promote
company conduct in accordance with the Niveus code of ethics.
Dealing in the company’s securities
Niveus complies with the continuing obligations of the JSE Listings Requirements.
A group-wide share trading policy is in place prohibiting all directors and employees
who have access to financial results and other price-sensitive information from
dealing in Niveus shares during certain prescribed restricted periods as defined by
the JSE or when the company is operating under a cautionary announcement.
The company secretary regularly disseminates written notices to inform these
employees of the insider trading legislation and advise of closed periods. Details of
share dealings by Niveus directors or their subsidiaries are disclosed to the board
and the JSE through the Stock Exchange News Service (“SENS”). Written requests
by directors and their associates, officers and senior personnel to trade in shares
and the requisite approval to trade in Niveus shares, outside of closed periods, are
kept on record at Niveus’s offices.
Niveus Investments Limited integrated Report 2013
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