The Board governs through clearly mandated committees with clear terms of reference as approved by the Board and adopted by each of the committees.

BOARD COMMITTEES

Audit and Risk Committee

Remuneration and Nomination Committee

Investment Committee

Social and Ethics Committee

CONSTITUTION

Constituted in terms of section 94 of the Companies Act and comprises at least three members who are independent non-executive directors elected by the shareholders at the Company’s annual general meeting.

Constituted in accordance with the recommendations of King III and comprises no less than three non-executive directors of whom the majority must be independent.

Appointed in terms of the provisions of the Company’s Memorandum of Incorporation governing the Board’s powers to appoint committees.

Constituted in terms of section 72(4), read with regulation 43(5), of the Companies Act.

MEMBERS

Colin Priem (chairperson)
Norman Maharaj
Walter Geach

Norman Maharaj LID (chairperson)
Anthony Bedford
Nombeko Mlambo
Colin Priem

Hassen Adams (chairperson)
Alex Abercrombie
Alan Keet
Colin Priem
Sukena Petersen
Dylan Pienaar

Hassen Adams (chairperson)
Faldi Samaai
Norman Maharaj
Alex Abercrombie
Alan Keet

MANDATE

  • Assist the Board with the discharge of its fiduciary duties and fulfilment of its oversight responsibility to shareholders, potential shareholders, the investment community and others with reference to:
    • the integrity of the Company’s and Group’s financial statements;
    • the Company’s and Group’s compliance with legal and regulatory requirements; and
    • the independent external auditor firm’s qualifications, performance and independence.
  • Monitor the efficacy of internal controls; ensure that adequate accounting records are kept, that risk is properly managed and controlled, that all applicable laws and prescripts are universally complied with throughout the Group and oversee the compilation of the Group’s integrated report.
  • Recommend remuneration policies for directors and senior executives to the Board.
  • Determine and recommend to the Board the terms and conditions of executive directors’ employment agreements, including performance criteria.
  • Evaluate the performance of executive directors (including any chief executives) according to the approved criteria and recommend rewards to the Board.
  • Consider management’s proposals for annual salary adjustments and performance-based rewards for the Group’s employees and recommend the proposals to the Board.
  • Approve changes to the benchmarking methodology used for setting base salaries and incentive targets, the conditions of employment and other benefits offered to Group employees.
  • Ensure appropriate disclosure in the annual remuneration report included in the annual integrated report.
  • recommend directors for appointment to the Board and the re-election of directors retiring by rotation.
  • Annually review and make recommendations to the Board as to the independence of non-executive directors.
  • Determine and recommend to the Board appropriate long-term succession plans for all key positions in the Group.
  • Determine investment policies and guidelines subject to Board approval.
  • Consider the viability of investments proposed by management with due regard to the sustainability of projected returns, the effect of the investments on the Group’s liquidity and cash flow, and the Group’s strategy.
  • Approve new investments and/or extend existing investments subject to the total value of the investment not exceeding R20 million per investment.
  • Recommend investments to the Board for approval.
  • Ensure that appropriate due diligence procedures are followed when acquiring or disposing of assets.
  • Evaluate the performance of assets/investments against the Group’s strategy, compliance with the investment policy and guidelines and risk tolerance levels.

Perform its statutory duties in terms of the Companies Act and to perform the following delegated functions:

  • Monitoring the ethical conduct of the Company, its executives and senior officials from time to time according to policies approved by the Board.
  • Review policies or statements on ethical standards or requirements within the Group.
  • Monitor compliance with the ethics policies, the Company’s Memorandum of Incorporation and the JSE Listings Requirements.
  • Monitor compliance by Company directors and senior employees with the disclosure requirements relating to dealings in the Company’s securities to ensure there are no breaches or threats of insider trading.
  • Consider and make recommendations to the Board on any existing or potential conflicts of interests that may arise from time to time.

FREQUENCY OF MEETINGS

Four meetings per year but may have additional meetings if circumstances warrant this.

Two meetings per year but may have additional meetings if circumstances warrant this.

Two meetings per year but may have additional meetings if circumstances warrant this.

Two meetings per year if required.

RISK MANAGEMENT PROCESS

The Board assumes ultimate accountability for the risk management process and the Group’s system of internal control. In collaboration with the Audit and Risk Committee, the Board has developed a risk management framework aimed at achieving the Group’s overall strategic objectives and the creation of long-term value for shareholders.

The Audit and Risk Committee is responsible for ensuring that the risk management framework is applied across the Group and for ensuring that risk is appropriately managed and mitigated.

Operational risk management processes to promote occupational health and environmental responsibilities, safety management, asset management and protection, security and fire risk management, are implemented at enterprise level. Processes are in place for the prompt reporting of incidents to line managers and ultimately senior and executive management.

Risk Committees have been established at enterprise level, comprising senior management of each of the enterprises who are responsible for identifying and analysing risks and for developing and implementing risk responses, assigning responsibility for risk management to specific owners and for monitoring the effectiveness of the responses. Risk Committees meet quarterly to review risks and risk mitigation measures, to re-rank risks and to consider new risks that may have arisen during the preceding quarter or to anticipate potential risks.

Each risk is measured in terms of its probability and its potential impact on income items and the Group’s financial position after which risks are ranked according to their severity. For more detail on our operating risks, see the Food division report and the Gaming division report.

A written record of the quarterly review proceedings is kept and management is obliged to table an executive summary thereof at the quarterly Board meetings of each of the operating enterprises. The executive summaries and enterprise risk registers are ultimately consolidated into a Group risk register and are reported to the Audit and Risk Committee with exceptions being escalated to the GPI Board.

The internal audit plan makes provision for the effectiveness of risk responses to be reviewed at enterprise level with direct reporting on the findings thereof, to the Audit and Risk Committee by the internal auditor.

Internal audit

The internal audit function provides support to management and the Board of directors by performing independent assessments of the Group’s activities and the concomitant business risks, and providing impartial judgements thereon.

The purpose, terms of reference, and scope of the internal audit function is incorporated in an internal audit charter, which is reviewed annually by the Audit and Risk Committee and changes approved by the Board.

The scope of the internal audit function includes: performing annual and biannual internal audits as prescribed by the provincial gambling legislation; performing internal control adequacy and effectiveness reviews; determining compliance with policies and procedures; adding value by directing the audit scope, interpreting results and enabling improvements to the Group’s governance, risk and control procedures; communicating findings to senior management and compiling comprehensive evidence-based reports for the Board

The internal auditor reports to the Audit and Risk Committee and has direct access to the Executive Chairman.

Combined assurance

In terms of its charter, the Audit and Risk Committee is required to ensure that a combined assurance model is applied. The objective is to provide a co-ordinated approach to all assurance activities, with particular reference to ensuring that the combined assurance received is appropriate to address all the significant risks facing the Company.

Management continually provides the Board with the assurance that the Group’s risk management policy is implemented and integrated into the Group’s day-to-day business activities and that internal controls are implemented and their efficacy monitored on a regular basis.

The internal audit function, operating under the auspices of the Audit and Risk Committee, provides an independent assessment of the effectiveness of the Company’s system of internal control and risk management.

Our external auditors, EY Incorporated, have historically expressed and will continue expressing an opinion on the fair presentation of the Group’s AFS.

Governance of information technology (IT)

In keeping with our support of the principles and practices around the governance of IT as set out in King III, the Board has delegated responsibility for IT governance functions to Grand Technology (Pty) Ltd (Grand Technology), which has in turn adopted an IT governance framework aligned directly with the King III principles.

Grand Technology’s compliance with the relevant King III principles pertaining to IT governance is documented in the King III compliance register, which is available in the corporate governance section on the Company’s website.

In light of the progress that has been made with regard to the adoption of an IT Governance Framework, GPI has constituted an IT Steering Committee which will be implemented in the new financial year.