| CORPORATE GOVERNANCE |
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| Governance principles |
| General |
Corporate governance encompasses the concept of sound business
practice and is an integral part of Brait's business philosophy. Brait is
committed to an open governance process, which provides its
shareowners and other stakeholders with the assurance that, in adding
value to and protecting the group's financial and human investment,
the group is being managed ethically in accordance with
predetermined risk parameters and in compliance with best
international practices.
The directors of Brait subscribe fully to the principles embodied in
appropriate international corporate governance codes including those
contained in the King Report on Corporate Governance for South Africa
2002 ("King II"), and believe that these principles have been adhered
to and complied with in the discharge of their duties. Adherence to
sound principles of governance going forward, remains both a board
and management priority. The board believes that even though
compliance with formal standards of governance is significant, greater
emphasis is placed on ensuring the effectiveness of governance
practice, with substance prevailing over form (as and when required). |
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| Policies, objectives and performance measurement |
| The philosophy, policies, values and objectives of the group are
determined by the board of directors of Brait who, in turn, receive input
and guidance from the boards of its principal subsidiaries. The board
sets the strategic objectives of the group and determines investment
and performance criteria. Management is charged with the detailed
planning and implementation of that policy in accordance with
appropriate risk parameters. The achievement of objectives and
compliance with policies is monitored by the board through mandated
reports from management who are accountable for their actions. |
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| Risk management |
| Risk management is central to Brait's business. The group has
developed comprehensive systems and risk management processes to
control and monitor all activities in the group. A critical element of
Brait's strategy has been the development of skilled professionals who
have an established culture of risk management. While ultimate
accountability for risk lies with the board of Brait, the management of
risk is closely monitored by the boards of its primary operating
subsidiaries. In addition, the board has formally mandated the group
audit and risk committee to include the review of risk management
policies and processes of the group in its terms of reference. |
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| Business integrity and ethics |
The group subscribes to a corporate ethos, which requires directors and
employees to adopt the highest personal ethical standards in dealing
with all stakeholders in the conduct of the group's affairs. The
principles to which each individual subscribes, include integrity,
openness, accountability, impartiality and honesty, and are embedded
in the group's Human Resources Policy document to which each
employee is bound. The Brait Group Code of Conduct is being updated
and is awaiting board ratification.
Brait maintains a zero-tolerance approach to unethical or dishonest
behaviour and any employee found to be acting unethically, is subject
to disciplinary action/proceedings in accordance with the company's
disciplinary code. The ultimate sanction for breach or non-adherence
would be the dismissal of the employee. The board believes that there
has been no material non-adherence to these principles, by any
employee, during the year under review.
In accordance with Brait policies, no donations were made to any
political parties by any of the companies within the Brait group, during
this period. |
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| Employee empowerment |
| The group places great emphasis on the development and training of
its people and endeavours to ensure that it offers staff equal
opportunity and appropriate participation in decision-making
processes. Through its various share incentive schemes, management
have ownership in the company and are incentivised in
their performance. |
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| The environment, health and safety |
| While Brait's direct activities do not pose any significant threat to the
environments in which they operate, the group has mandated its group
Environmental Steering Committee to monitor compliance with
environmental policies and guidelines dealing specifically with
environmental challenges. Brait also seeks to ensure that it invests in
businesses which conform to environmental standards. Similarly, it
makes investments where the health and safety of employees and the
well being of the communities in which these companies operate is
recognised as an important component of corporate governance. |
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| Reporting |
| Brait is committed to transparent reporting and disclosure. Information
provided to all stakeholders, including financial results and the annual
report, are presented in a meaningful and relevant manner so as to
enable users to gain a proper and objective perspective of the group.
Brait's website is maintained as a relevant means of communicating
Brait's message to all its stakeholders. |
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| Share dealings |
The group adheres to a "closed period" policy, as defined in its listing
requirements, in which directors, officers, participants in the share
incentive schemes and employees who may have access to pricesensitive
information are prohibited from dealing in Brait shares for the
entire closed periods prior to the release of the group's interim and
final results. This is also extended to any period when the company is
trading under a cautionary announcement. All board members and
employees across the group are timeously informed of such closed
periods. In terms of the policy, "shares" also include options.
Details of directors' dealings in Brait shares are disclosed to the
board and to public via the group's various securities exchange
news services. |
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| Directors’ dealings for the year under review were as follows: |
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Nature of |
Shares purchased |
Shares sold |
| Name of director |
Date of purchase/sale |
interest |
Number |
Price |
Number |
Price |
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| BI Childs |
11 August 2005 |
Indirect |
6 500 |
R17,60 |
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| BI Childs |
18 August 2005 |
Indirect |
5 000 |
R18,50 |
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| BI Childs |
30 August 2005 |
Indirect |
16 000 |
R17,80 |
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| AC Ball* |
28 March 2006 |
Indirect |
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1 000 000 |
R25,40 |
| JA Gnodde* |
28 March 2006 |
Direct |
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1 000 000 |
R25,40 |
| CJ Tayelor* |
28 March 2006 |
Direct |
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864 000 |
R25,40 |
| CJ Tayelor* |
28 March 2006 |
Direct |
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31 307 |
R24,60 |
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| * |
The above directors have in aggregate made commitments to Brait IV in excess of the net proceeds arising from the disposal of these shares and
the primary purpose for the disposals was to fund these obligations. |
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| Company secretary |
| The functions of the company secretary, domiciliary agent and registrar
is overseen by Experta Luxembourg S.A.. They are responsible for
ensuring compliance with all board procedures. All directors have
access to the advice and services of the company secretary. |
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