Page 25 - Niveus - Integrated report 2013

The audit and risk committee manages compliance risk through the risk registers
as detailed on page 18 and through compliance audits conducted by internal
audit. Compliance audits are also conducted by external assurance providers in
certain instances, such as health and safety audits. No material occurrences of
non-compliance were reported. The board retains the ultimate responsibility for the
proper fulfilment of all functions.
The chairman is elected by the board on an annual basis. It should be noted that
the current chairman, John Copelyn, is not an independent director due to his
directorship at Niveus’s major shareholder, HCI. In this regard, Niveus has appointed
Yunis Shaik as lead independent director to act as chairman where the independence
of the chairman may be compromised. Given the chairman’s knowledge of the
business and his commercial experience, the board deems this arrangement
appropriate and essential for achieving Niveus’s business objectives.
The board is evaluated on an annual basis by the remuneration committee, on both
an individual and a collective basis. In turn, the board evaluates the performance and
effectiveness of board subcommittees.
Conflicts of interest
The company secretary keeps a register of declarations of interest for all directors.
Directors are not disqualified from contracting within the group by virtue of
their office. However, full disclosure of the nature of a director’s interest is made
at every board meeting. Should a matter arise in which a director has an interest,
the director is disqualified from voting and may be required to recuse him/herself
from any meeting where the matter is discussed.
Executive directors must distinguish between their role as director and that of
manager. Should they be unable to reconcile the two roles, they are required to
withdraw from the discussion and the voting.
Company secretary
HCI Managerial Services Proprietary Limited, a juristic person, is the appointed
company secretary of the group and appointed by the board in terms of the
Companies Act and in accordance with JSE Listings Requirements. The company
secretary is not a director of the company.
The board has assessed the directors and the designated staff of the company
fulfilling the role of the company secretariat and is satisfied that they have the
competence, qualifications and experience to effectively fulfil the role of company
secretary. The company secretariat provides support and guidance to the board in
matters relating to governance, ethical conduct and fiduciary duties.
Niveus Investments Limited integrated Report 2013