The directors are committed to conducting the business of the Group with integrity and fairness and in accordance with good governance practice and the Code of Corporate Practices and Conduct, as set out in the King Report on Corporate Governance for South Africa, 2002 (King II).
The directors have accordingly established mechanisms and policies which are appropriate to the business and risks of the Group and that will ensure the continuous reassessment of the quality of the Group’s corporate governance practices.
At the date of this report, the Board of Directors consisted of four executive directors and five non-executive directors. An additional non-executive director has been appointed with effect from 1 October 2007. The Board of Directors is chaired by a non-executive chairman. The composition of the Board ensures that there are the necessary professional skills and experience to judge objectively matters relating to the strategic and business direction of the Group.
Petmin adopted a policy detailing the procedure for appointments to the Board. All appointments are formal and transparent and a matter for the Board to approve.
All directors are subject to retirement by rotation and re-election at the annual general meeting of the members.
There is a clear division of responsibilities at Board level that ensures a balance of power and authority. No one individual has unfettered powers of decision-making.
The Board of Directors is responsible for the proper management and ultimate control of the Group. In order to meet this responsibility to members and other stakeholders, the Board is responsible for setting the strategic objectives of the Group, determining investment and performance criteria, and taking ultimate responsibility for the proper management and ethical behaviour of the businesses of the Group.
The Board of Directors meets on a formal basis at least quarterly, with additional meetings convened when circumstances necessitate. The Group’s overall daily operations are managed and overseen by the executive directors.
The Board of Directors’ responsibility is to:
In order to facilitate the discharge, by non-executive directors in particular, of the duties and functions of directors, the Group will assist directors by arranging:
The Board of Directors’ independence is maintained by:
The Board has a strong contingent of non-executive directors. Non-executive directors bring with them diversity of experience, insight, and independent judgement on issues of strategy, performance, resources and standards of conduct. Non-executive directors have no service contracts with the Company and are appointed for specific terms. Recommendation to members for reappointment is not automatic, but considered individually, based on their contribution.
Being involved with the day-to-day business activities of the Group, four executive directors are responsible for ensuring that Board strategies are followed and its decisions implemented.
The Board of Directors has delegated certain of its functions to subcommittees. The following committees have been established: Audit Committee, Remuneration Committee and Transformation Committee. All the committees act within defined terms of references and meet at least three times per year. (See the Annual Report 2007 (PDF - 1.16MB) and Petmin Board Charter and sub-committee terms of reference (PDF - 72KB) for details on the role and functioning of the committee in 2007).
Led by the Board of Directors, the Group subscribes to certain values and ethical practices and these apply throughout the organisation. These values and ethical practices are sustained by the directors’ belief in free and fair dealings in good faith and with respect for the law and regulations.
The Company is committed to a policy of timeous and effective communication with shareholders and other stakeholders through shareholders’ meetings, the annual financial report and interim financial report. Matters of both financial and non-financial nature are communicated to shareholders in a timeous and transparent fashion.
The Board places strong emphasis on achieving the highest level of financial management, accounting and reporting to shareholders. The Board is committed to compliance with International Financial Reporting Standards (IFRS) and its interpretations adopted by the International Accounting Standards Board (IASB) and the requirements of the South African Companies Act. It is the directors’ responsibility to prepare financial statements that fairly present:
The external auditors observe the hihest level of business and professional ethics and their independence is not impaired in any way. The external auditors were given unrestricted access to all financial records and related data, including minutes of all meetings of shareholders and of the Board of Directors. The directors believe that all representations made to the independent auditors during their audit are valid and appropriate.
The external auditors provide an independent assessment of systems of internal financial control to the extent necessary for the audit, and express an independent opinion on whether the financial statements are fairly presented. The external audit function offers an opinion that the annual financial statements present fairly in all material respects, the financial position of the Group at 30 June 2007. The audit provides reasonable, but not absolute, assurance as to the accuracy of financial disclosures.
The Board set principles that were considered and accepted by the shareholders for using the external auditors for non-audit services.
All dealings by directors are regulated and monitored as required by the listing requirements of the JSE Limited. Details of directors’ shareholdings are provided in the directors’ report in the audited annual financial statements.
© 2008 Petmin Limited
The directors are committed to conducting the business of the Group with integrity and fairness
