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CORPORATE GOVERNANCE REPORTSTATEMENT OF COMMITMENTThe Group subscribes to the principles of fairness, accountability, responsibility and transparency in its business conduct.The Board ensures that the Group is ethically managed according to prudently determined risk parameters in compliance with generally accepted corporate practices and conduct.Stellar Capital endorses the Code of Corporate Practices and Conduct as well as the King Code of Governance for South Africa 2009. The South African Companies Act No. 71 of 2008 also contains governance requirements. King III has been applied on an “apply or explain” basis.The Audit and Risk Committee adopted the corporate governance practices to assist the Board in its compliance with the King III and Companies Act recommendations.APPLICATION OF KING III PRINCIPLESThe Group endorses the principles contained in King III. The Board is of the opinion that the Group currently complies in all respects with the material provisions of King III relating to the Board and Directors. The Company’s full King III compliance checklist including detailed responses to each principle is available on the Company website (www.stellarcapitalpartners.co.za) and for inspection at the Company’s o ces and the o ces of the Company’s sponsor at no charge.A summary of the King III principles relating to the Board and Directors are explained below, including the responses thereto for the year under review.PrincipleDescriptionResponse2.1The Board acts as the focal point for and custodian of corporate governanceApplied. The board meets regularly to ful l its duties and responsibilities in terms of the adopted Board charter2.2The Board appreciates that strategy, risk, performance and sustainability are inseparableApplied. Progress against the adopted Group strategic plan is monitored on a continuous basis2.3The Board provides e ective leadership based on an ethical foundationApplied. The Board observes the highest standards of ethical conduct in discharging its responsibilities2.4The Board ensures that the Group is and is seen to be a responsible corporate citizenApplied. The Board considers the economic, social and environmental performance of the Group and its investees2.5The Board ensures that the Group ethics are managed e ectivelyApplied. The Board observes the highest standards of ethical conduct in discharging its responsibilities. The Board has established a Social and Ethics Committee to monitor compliance2.6The Board ensures that the Group has an e ective and independent Audit and Risk CommitteeApplied. The committee consist of 3 independent non-executive directors. The committee meets at least 3 times a year and also meets with the external auditors without management being present2.7The Board is responsible for the governance of riskApplied. The Audit and Risk Committee addresses and reports on risk matters to the Board2.8The Board is responsible for information technology (IT) governanceApplied. The Audit and Risk Committee addresses IT governance matters in terms of its delegated authority. Given the nature of the business of the Group, no signi cant IT investments or expenses have been incurred to date, nor are any planned. As such, the Board has not implemented a formal IT governance framework2.9The Board ensures that the Group complies with applicable laws and considers adherence to non-binding rules, codes and standardsApplied. The Audit and Risk Committee is mandated to ensure that the Group complies with applicable laws and considers adherence to non-binding rules, codes and standards, as assisted and advised by the Company Secretary and external advisors to the extent requiredSTELLAR CAPITAL PARTNERS | 17