Transportation, Distribution, and Logistics Statutory Authority: This course is recommended for students in Grades Students shall be awarded one credit for successful completion of this course.
The record of attendance is contained here. The report also contains a summary of the responsibilities of the committee, as well as its key activities and focus areas for the period under review.
Ensures that for Board appointments, a rigorous, fair and open nomination and appointment process is followed to provide a balance of appropriate skills, knowledge and experience in the boardroom and support strong corporate performance.
Makes recommendations to the Board on the size, composition and demographics of the Board, particularly in relation to the balance between executive, non-executive and independent directors.
Ensures that there is a diversity of experience, gender, race and backgrounds to create a cohesive, balanced and effective Board. Ensures that there is a diversity policy at Board level that covers gender and race diversity, among others, as required by the JSE Listings Requirements.
Gives consideration to succession planning, and ensures that processes and plans are in place for orderly succession and for appointments to the Board and senior management.
The MOI states that a director who has reached the mandatory retirement age of seventy 70 is required to retire at the AGM and may be re-elected by shareholders for a specific term as determined by shareholders in a specific ordinary resolution. This applies to the Chairman of the Remuneration Committee, SG Pretorius, who turned seventy 70 inand whose services, experience, knowledge, skills and wisdom the company wishes to retain for a further period of up to two 2 years.
The Nomination Committee considered this in detail and made the appropriate recommendation to the Board. In addition to skills and experience, the Nomination Committee also considered other demographic aspects of the Board, including nationality, race and gender.
There were no external advisers or invitees to this meeting. The committee is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference for the reporting period.
The committee also considered the JSE Listings Requirements in so far as they relate to race diversity. The committee considered and recommended for Board approval, a Diversity Policy at Board level that encompasses all forms of diversity, including in particular, race and gender diversity.
The members of the committee were elected by the shareholders at the last AGM and include three non-executive directors of the Board, all of whom are independent and possess the necessary skills, knowledge and expertise to direct the committee constructively in the execution of its responsibilities.
The committee meets at least three times 3 a year. The statutory report of the Audit and Compliance Committee is hereand forms part of the annual financial statements.
Assists the Board in discharging its duties relating to the safeguarding of assets, the operation of adequate systems and controls, the assessment of going concern status, ensuring that pertinent compliance and relevant risk management processes are in place, reviewing the work performed by the external auditors and the internal audit function, and to review interim financial information and annual financial statements which are provided to shareholders and other key stakeholders.
The committee provides a forum through which the external and internal auditors report to the Board. It is responsible for the appointment and review of internal and independent external auditors, the maintenance of a professional relationship with them, reviewing accounting principles, policies and practices adopted in the preparation of public financial information and examining documentation relating to the interim and annual financial statements.
In addition, it reviews procedures and policies of internal control, including internal financial controls and internal audit reports.
The committee further considers the independence and objectivity of external auditors. Management is focused on continuous improvements to systems of internal control. An external quality assurance review of the internal audit function was performed inwhich concluded that the Tongaat Hulett internal audit function "generally conforms" to the standards recommended by the Institute of Internal Auditors, which is the highest rating in terms of the standards of the Institute of Internal Auditors.
The status of "generally conforms" continues to be applicable for a period of five 5 years from the date of validation in terms of the standards of the Institute of Internal Auditors. The external and internal auditors have unrestricted access to members of the Audit and Compliance Committee and its Chairman at all times, ensuring that their independence is in no way impaired.
Both the internal and external auditors have the opportunity of addressing the committee and its Chairman at each of the meetings without management being present. The committee also reviews the scope and coverage of the internal audit function. Tongaat Hulett has adopted a Combined Assurance Strategy and Plan that provides a framework for the various assurance providers to provide assurance to the Board, through the Audit and Compliance and Risk, SHE, Social and Ethics Committees, that all significant risks facing the company are adequately managed and that assurance activities are integrated and coordinated in the most efficient and proficient manner.
The company has an IT policy and charter that encapsulates current company ERP and Unified Communications developments and practices in line with recent technology upgrades. During the period under review, focus was on the recent migration of the organisation onto an integrated common platform and common business processes, resulting in standardised business processes and reporting across the organisation; the creation of common data management standards to support key business objectives; standardised platform and systems architecture to reduce support costs, leverage scale and reduce system downtime, and risks; and increased process efficiencies.
Future areas of focus include a project that is currently underway to align the organisational structure across Tongaat Hulett with the new systems and business process architecture.
During the period under review, key areas of focus included ongoing assessment and review of legal, regulatory and corporate governance requirements and risks, and the identification of appropriate processes and interventions to enhance compliance with applicable legislation.
In order to ensure optimal performance and delivery of its mandate, the committee conducted an assessment of its performance during the previous reporting period, considering such factors as its composition and authority, the execution of its roles and responsibilities, its working relationship with both internal and external auditors and its statutory obligations towards the company and its shareholders.
The outcome of the assessment process was positive, reflecting that the committee meets best practice, and is functioning effectively and efficiently.
Each major operational area has its own audit and compliance meeting processes which subscribe to the same company audit philosophies and reports and feeds into the Tongaat Hulett Audit and Compliance Committee. Risk, Safety, Health, Environment SHESocial and Ethics Committee The committee is constituted as a statutory committee in respect of its obligations prescribed by the Companies Act, and as a committee of the Board in respect of all additional duties assigned to it by the Board.
The committee, comprising non-executive and executive directors, is chaired by an independent non-executive director, and meets at least twice a year. Various heads of operations and senior managers responsible for SHE, broader sustainability aspects, SED, stakeholder engagement and ethics, amongst others attend this meeting by invitation.
MAC Mahlari is the secretary. The chairman of the committee reports to the Board on all matters discussed by the committee within its mandate as well as providing minutes of all its activities and decisions taken.
Primary responsibilities and objectives of the committee include: The detailed report on measures taken to monitor corporate citizenship and how the company performed on its various projects relating to corporate citizenship is contained in the sustainability section of the integrated report.Chapter 19 - Ethical Issues CODES AND GUIDELINES.
Colin L. Soskolne. Range of Purposes Behind Codes. Codes of ethics in the professions serve numerous purposes. ETHICS MANAGEMENT AND PRACTICES Code of Business Conduct and Ethics.
In line with Principle 2 of King IV™, as the highest governing authority in the company, the Board governs the ethics of the company in a way that supports the establishment of .
A value-based code of ethics addresses a company's core value system. It may outline standards of responsible conduct as they relate to the larger public good and the environment.
Ethics is about behavior. In the face of dilemma, it is about doing the right thing. Ethical managerial leaders and their people take the “right” and “good” path when they come to the ethical choice points.
Operations Management - Chapter 2 study guide by brianna_orendain2 includes 69 questions covering vocabulary, terms and more. Quizlet flashcards, activities and games help you improve your grades.
University of Navarra / Visiting Professor of Philosophical Anthropology and Ethics. Visiting Professor of Philosophical Anthropology and Ethics (new).