governance

Management Board

The board’s role and responsibilities are clearly defined. It evaluates and reviews the strategic direction of the Group. The board is responsible for determining the company’s purposes and values and identifying and ensuring that policies and procedures are set and adhered to, so as to ensure maximum value for all stakeholders.

The board comprises one executive director, two non-executive directors and two independent non-executive directors. An executive chairman heads the board.

The board meets at least four times a year. In accordance with the company’s articles of association, all directors (other than the executive chairman and the managing director) are subject to retirement by rotation on a three-year cycle.

The directors have formulated a board charter in terms of the King Code of Good Corporate Governance.

Board Committees

To assist the directors in the execution of their duties, the board has formally delegated certain specific functions to specialist subcommittees:

– Audit Committee

All financial activities and reports, including accounting policies, interim and annual financial statements, internal financial controls and external audit functions are monitored and guided by this committee which consists of one independent non-executive, and one non-executive director. This committee is accessible to the external auditors at all times, and meets formally with the auditors and group management to regularly review and align financial issues and processes.

– Risk Committee

This committee operates as a separate committee with its own chairperson. It is responsible for managing all the additional and strategic risks of the Group.

In terms of risk management the board is responsible for the process of risk management, with the executive management being responsible for reporting on the business risks of the Group on a monthly basis.

– Remuneration Committee

The committee comprises two independent non-executive directors and a non-executive director, and is responsible for reviewing and recommending the remuneration of executive directors and senior management, to ensure that they are fairly rewarded for their services.

The committee has formulated a statement of remuneration philosophy and an overall staff salary grading structure.

The Group’s overall remuneration policy can be summarised as follows:

• to pay market-related salary packages;
• to provide market-related and innovative incentive structures for executive management;
• to conduct proper annual performance appraisals on all staff; and
• through its policy, to attract and maintain top-quality staff.

Executive Committee

The Group’s executive management team meets at least twice a month to discuss and plan operational aspects of the day-to-day running of the business.

Company Secretary

The primary function of the board-appointed company secretary is to ensure appropriate and legally compliant actions by directors, and to provide guidance on matters of ethics and good corporate governance.

Internal Control and Audit

The board recognises the importance of the internal audit function in terms of good corporate governance. The internal audit function operates in terms of a mandate and approved direction by the audit committee. Ethical behaviour, compliance with legislation and sound accounting practice underpin the internal control process.

The primary mandate of the Group’s internal auditors is to examine and evaluate the effectiveness of operational activities in conjunction with the risk committee, and the internal financial controls needed to manage such risks. It is also responsible for bringing instances of non-compliance to the attention of management and the audit committee.

The internal audit department, whilst functioning under the direction of the audit committee, is responsible to the Group financial director for day-to-day matters.

Employment Equity

The Group has implemented employment equity in line with corporate strategy and value, and in compliance with the Employment Equity Act. The company has demonstrated its commitment to employment equity by adopting a policy statement, which forms the basis for implementation of the process.

Code of Ethics

The Group operates to the highest possible ethical standards at all times, and expects all its employees to act accordingly.

LA Group strives in all its dealings to honour the principles of:

• Integrity
• Honesty
• Professionalism
• Respect