THE BOARD OF DIRECTORS
The Board is responsible for and plays a leadership role in the establishment and maintenance of the ethical culture of the Group and its corporate governance. The Board determines the Group’s strategic direction, engaging with executive management regularly to ensure a thorough understanding of the many factors that are required to be considered in approving sustainable strategies for the Group’s businesses.
BOARD RESPONSIBILITIES AND BOARD CHARTER
The Board’s responsibilities and terms of reference are detailed in the Board Charter. This charter has been developed to enable the directors to maintain effective control over strategic, financial and compliance matters of Efora. This charter is reviewed annually and has been updated where required to ensure compliance with the Companies Act, King IV and the JSE Listings Requirements.
The Board is accountable to the Company’s stakeholders for exercising leadership, integrity and judgment in directing Efora to achieve its strategic objectives and ensure conformance with best business and corporate governance practices. The Board also acknowledges its responsibilities in accordance with the recommendations of King IV, specifically Principles 1, 2 and 3 of the Code, vis-à-vis leading ethically and effectively, governing the ethics of Efora in a way that supports the establishment of an ethical culture, and ensuring that the organisation is and is seen to be a responsible corporate citizen. The Group has a code of business conduct and ethics, which is enforced on all levels throughout the Group. Ethical standards of the Group are integrated into the Group’s strategies and operations, thereby resulting in ethical, socially acceptable and sustainable outcomes as the Group achieves its objectives.
Board members are provided with information on the Group’s strategies, plans and performance, and devote sufficient time and effort in preparation for meetings. The scope of authority, responsibility, composition and functioning of the board is contained in a formal charter which is regularly reviewed. The Board’s primary functions include to:
- provide effective leadership, based on an ethical foundation
- ensure that the Company is and is seen to be a responsible corporate citizen
- ensure that the Company’s ethics are managed effectively
- retain full and effective control over the Company
- determine the Company’s purpose and values and ensure that they are formulated in the company’s code of conduct
- give strategic direction to the Company
- exercise leadership, integrity and judgment and ensure that all deliberations, decisions and actions are based on fairness, accountability, responsibility and transparency in directing the Company
- ensure that procedures and practices are in place to protect the Company’s assets and reputation
- identify key risks and key performance indicators in order for the business to generate economic profit and enhance shareholder value
- familiarise itself with issues of concern to stakeholders
Good corporate governance remains central in all our business practices and operations in line with the requirements of our listing on the JSE. The Board, its Committees, and the Group’s employees are committed to the principles of transparency, accountability, integrity and fairness in the conduct of the Group’s business affairs.
Application of codes of good governance
The Board of Efora strives to promote the highest standard of corporate governance by supporting the principles of good governance as outlined in the Code of Corporate Practices and Conduct as recommended by King III.
Good governance includes the structures, processes, and practices that the Board uses to ensure its oversight function over the operations of Efora.
The Board, its committees, and employees are committed to the principles of transparency, accountability, integrity, and fairness in the conduct of its business affairs. To ensure adherence to good governance the Group remains vigilant in adhering to developments in this arena and improvements are made where deemed appropriate.
The Group complies with all the recommendations of King III, except as set out on the register published on the website. A register on King III compliance is available here.
The Group’s governance model includes the structures, processes, and practices that the Board uses to ensure its oversight function over the Group’s operations in accordance with its approved delegation of authority.
The Board endorses a professional and robust approach to governance within the Group which reinforces its commitment to best practices.
The governance model adopted by the Group is intended to provide the necessary oversight in respect of the Group and is intended to allocate responsibility to the various bodies to discharge their duties in terms of the Group’s approved delegation of authority.
The Board retains overall responsibility for the running of the Group and is accountable for making decisions that could have a material impact on the business.
The Board Charter and complete terms of reference of the Committees are available here.