Page 22 - Stellar IAR2015

CORPORATEGOVERNANCE REPORT (CONTINUED)Principle Description Response2.10 The Board ensures that there is an e ective risk-based internal auditPartly applied. The executive directors conduct an annual review of the Company’s internal controls, and report their ndings to the Audit and Risk Committee. This review covers nancial, operational and compliance controls, as well as a review of the risk management policies and procedures of the Company. Internal audit functions are recommended and monitored at investee level and risks are reported on to the Audit and Risk Committee by way of quarterly risk report reviews or verbal feedback from Stellar Capital representa- tives who serve on investee sub-committees to the extent justi ed by the size and nature of investee operations2.11 The Board appreciates that stakeholders’ perceptions a ect Applied. The Board monitors the gap between stakeholder the Group’s reputation perception and performance2.12 The Board ensures the integrity of the Group’s integrated Applied. The Board ensures that the integrated annual annual report report fairly represents the Group’s nancial andnon- nancial performance2.13 The Board reports on the e ectiveness of the Group’s Applied. The Board reports on the e ectiveness hereof in system of internal controls the integrated annual report2.14 The Board and its directors act in the best interests of the Applied. The directors exercise objective judgment on the Group a airs of the Group independently from management, butwith su cient information to enable proper and objective information to enable an objective assessment to be made2.15 The Board considers business rescue proceedings or other Applied. The Board continuously monitors the solvency and turnaround mechanisms as soon as the Group is nancially liquidity of the Groupdistressed as de ned in the Companies Act, 71 of 20082.16 The Board elects a Chairman of the Board who is an independent non-executive director. The Chief Executive O cer of the Group does not also ful ll the role of Chairman of the BoardApplied. The role of the Chairman of the Board is ful lled by Mr DD Tabata, who is an independent non-executive director. The Group CEO, Mr CE Pettit, ful lls his role separate from the Chairman of the Board2.17 The Board appoints the Chief Executive O cer and Applied. The Board appoints the CEO on recommendation establishes a framework for the delegation of authority of the Nominations Committee2.18 The Board comprises a balance of power, with a majority Applied. The majority of directors are non-executive and of non-executive directors. The majority of non-executive independentdirectors should be independent2.19 Directors are appointed through a formal process Applied. The appointment of directors is a matter considered by the Board as a whole, as assisted by theNominations Committee. A formal Appointments to the Board Policy has been adopted by the Board2.20 The induction of and ongoing training, as well as the development of directors, is conducted through a formal processApplied. The Board has an induction programme to familiarize incoming directors. Ongoing director development is encouraged2.21 The Board is assisted by a competent, suitably quali ed and Applied. An independent Company ful lls the role as experienced Company Secretary Company Secretary to the Company. This function isreviewed annually2.22 The evaluation of the Board, its committees and the Not applied. No formal Board evaluation has been conduct- individual directors is performed every year ed during the year. Formal evaluations will be conducted onan annual basis in future2.23 The Board should delegate certain functions to well-structured committees without abdicating its own responsibilitiesApplied. The terms of reference of committees are reviewed at least annually and the committees are appropriately constituted considering any relevant legislation and objectives of the Group2.24 A governance framework is agreed between the Group and Applied. The Group’s executive and non-executive directors its subsidiary boards represent the Company on investee boards and report theGroup Board regularly. Each investee company operates within its own established governance framework2.25 The Group remunerates directors and executives fairly and Applied. The Remuneration Committee assists the Board in responsibly establishing and assessing the remuneration policies of theGroup18 | STELLAR CAPITAL PARTNERS