About Us

Corporate governance

We are committed to maintaining the highest standards of corporate governance. Our governance framework, led by the Board, supports Cresta Marakanelo’s values and our commitment to conducting business responsibly.

The Board

BOARD COMMITTEES

In relation to certain matters, committees have been established with specific delegated authority. The standing committees of the Board are the Finance, Risk and Audit Committee and the Human Resources Committee. Both of these committees have terms of references agreed by the Board.

Finance, Risk and Audit Committee

Chairman – John Y Stevens

The Finance, Risk and Audit Committee consists of two independent non-executive Directors and one non-executive Director. All of the Directors have the relevant financial experience as required.

Mandate of the Committee:

Assist the Board with the evaluation of adequacy and effectiveness of the internal control systems, accounting practices, information systems and auditing processes applied in business.

Ongoing reviews of the Group’s risk management processes.

Introduce such measures that would serve to enhance the credibility and objectivity of the financial statements.

Monitoring and reviewing the effectiveness of the internal audit function.

Agreement of detailed scope of the external audit prior to commencement of their audit; reviewing the scope and results of the audit and its cost effectiveness; and recommendation of the audit fee to the Board.

The Finance, Risk and Audit Committee is responsible for reviewing the independence and objectivity of the external auditor and has reported to the Board that it considers that the

auditor’s independence and objectivity has been maintained. Audit independence and objectivity are safeguarded by the Finance, Risk and Audit Committee monitoring and approving, when appropriate, the nature of any non-audit work and levels of fees paid.

Human Resources Committee

Chairman – Pius K Molefe

The Human Resources Committee consists of two independent non-executive Directors and one executive Director.

It is responsible for considering and making recommendations to the Board, within agreed terms of reference, on the Group’s remuneration policies, determining the remuneration packages of executive management and the operation of the Group’s phantom share scheme. The Group’s Managing Director attends meetings but would not be present when his own remuneration is being discussed. The Committee takes independent advice as deemed necessary.

Other functions of the Committee include a review of the performance conditions used for long term incentive plan, review of short-term bonus arrangements and targets.

Internal Control Systems

The Board is responsible for the Group’s system of internal control, including the Group’s financial reporting process and the Group’s process for preparation of consolidated accounts, and for monitoring its effectiveness. In establishing this system, the Directors have considered the nature of the Group’s business, with regard to the risks to which the business is exposed to, the likelihood of such risks occurring, their potential impact and the costs of protecting against them. However, such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement.

The Board confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the Group. This process is reviewed by the Audit Committee on behalf of the Board and has been in place for the year under review, and up to the date of the approval of the annual report. Primary responsibility for the operation of the system of internal controls is delegated to executive management. The effectiveness of the operation of internal control system is reviewed by the internal audit function and, where appropriate, by the Group’s external auditor, who report to management and to the Audit Committee.

In addition, responsibility delegated to executive management to monitor the effectiveness of the systems of control in managing identified risks as established by the Board. The internal audit function reviews the effectiveness of key internal controls as part of its standard work programme, and individual reports are issued to appropriate senior management. These reports are summarized and distributed to the Audit Committee, the Managing Director and senior management of the group. They are subsequently reviewed by the Audit Committee, which ensures that, where necessary, recommendations on appropriate corrective action are drawn to the attention of the full Board.

Communication with Stakeholders

The Group holds Annual General Meetings. At these meetings, there is an opportunity for all shareholders to question the Chairperson and other Directors (including Chairman of the Audit Committee, Human Resources Committee). The Group prepares separate resolutions on each substantially separate issue put to shareholders and does not combine resolutions together inappropriately.

A schedule of proxy votes cast is made available for inspection at the conclusion of the proceedings and the annual report is laid before the shareholders at the Annual General Meeting. Notice of the annual general meeting and related papers are sent to shareholders at least 21 working days prior to the date of the meeting, and the Group encourages all shareholders to make positive use of the annual general meeting for communication with the Board.

Closed Period

The closed period for the trading in the Group’s shares by Directors and employees is from the beginning of the months of both the interim and the year end, up to the date of publication of the interim and final results in the print media. Directors and employees are prohibited from dealing in the Group’s shares during such periods in which they are privy to unpublished price sensitive information.