GPI is listed on the JSE in the Financial Services sector and complies with the spirit and form of the JSE Listings Requirements’ continuing obligations. The Board also endorses the Governance Principles set out in King III and confirms that the Group has complied with King III in all material respects for the year ended 30 June 2014.
An assessment of the Company’s compliance with the 75 principles of King III is available in the Corporate Governance section on the GPI website.
The directors remain committed to practicing sound corporate governance through the promotion of positive relationships built on respect and trust, as well as the application of business processes aimed at sustainable and responsible growth in the interests of all stakeholders. To this end, the Board ensures that governance structures and procedures are regularly reviewed so that they remain relevant and dynamic and are able to meet the needs of the constantly changing operating environment.
Ongoing development continues in relation to formalising a governance, regulation and compliance framework for the Group’s information technology services and infrastructure. In addition, work has commenced on developing and documenting a comprehensive business continuity management programme due specifically to the rapid expansion of the Company’s business interests in general and in the food division in particular. The work is expected to be finalised during the 2015 financial year and further details will be reported on in the 2015 integrated report.
The trading environment in which GPI operates is complex as a result of the substantial body of legislation that applies to its various operations. These range from corporate laws governing companies and financial markets, legislation and codes of practice pertaining to broad-based black economic empowerment, consumer protection, privacy, and health and safety regulation. There were no breaches of any requirements pertaining to these laws during the financial year.
Furthermore, a number of GPI’s subsidiaries are subject to national and provincial gambling laws and compliance regulations. Therefore, it is of material importance to ensure the retention of GPI’s various gambling licences. There were no material breaches of the prescripts pertaining to gambling during the financial year, mainly due to the entrenched compliance culture that exists at operational level.
BOARD OF DIRECTORS
The Board is responsible for the strategic direction and control of the Company according to its Memorandum of Incorporation (MOI) and charter. It exercises this control through a governance framework comprising the various Board Committees – with clear reporting lines to and from the Board – by monitoring operational performance and holding management accountable for achieving objectives; by way of an assurance system on internal controls; and by reserving certain matters for decision at Board level.
A balance of power and authority is achieved by ensuring that the Board operates separately from executive management and that each have separate performance areas. This prevents any one individual or group of individuals from dominating Board decisions or exercising unfettered powers of decision-making.
The Board is satisfied that it discharged its duties and obligations in terms of its charter.
Board composition and attendance
The Board has a unitary structure and the requisite balance of executive to non-executive directors was maintained throughout the year. Two Board changes took place during the financial year as a result of Professor Walter Geach’s appointment on 17 September 2013 and the resignation of Mr Faldi Samaai on 2 June 2014 – both in the capacity of non-executive director.
The Board’s composition is currently as follows:
Hassen Adams – Executive Chairman
Alexander Abercrombie – Gaming Executive
Alan Keet – Chief Executive Officer
Sukena Petersen – Financial Director
Norman Maharaj – Lead Independent Director
Chairman, Lead Independent Director and Chief Executive Officer
The Board took the King III principle regarding the independence of a chairman into consideration, but is of the view that Mr Hassen Adams’ role as the Executive Chairman of GPI is mitigated by his extensive experience and expertise as well as his track record of serving the best interests of the Company and greater community. The Board is nevertheless mindful of the need for succession relative to this key role and has tasked the executive team to develop and implement a succession strategy for the specific purpose of enabling a seamless transition when Mr Adams steps down from the position of Executive Chairman.
As a result of this, the Board has appointed Dr Norman Maharaj as Lead Independent Director (LID) for the fourth year. His role as LID is to provide leadership to the Board, committees, directors and executives on matters where the Chairman may have a conflict of interest and, as chairperson of the Remuneration and Nomination Committee, he manages the performance appraisal of the Chairman.
Mr Alan Keet’s primary role as the Group Chief Executive Officer, is to run the business and implement the decisions of the Board by means of written delegations of authority communicated through Board resolutions and standard approved levels of authority for capital expenditure, contracts and procurement.
Period of office and retirement
In accordance with the provisions of GPI’s MOI, non-executive directors hold office for a period of three years after which at least a third must retire by rotation with the longest serving directors retiring first. Non-executive directors remain eligible for re-election provided they continue satisfying the eligibility and qualification criteria of the Companies Act, and adding value to the Company. Details of the directors who will be retiring by rotation are contained in the notice of annual general meeting of this report.
As no non-executive directors were appointed during the year, shareholders will not be asked to confirm any appointments.
The tenure of executive directors is governed by way of their respective employment contracts, which contain provisions in keeping with best practice in the market. For more information, please see our Remuneration Report.
Appointment and performance of directors
The Board’s appointment procedures are formal and transparent and a matter for the Board as a whole, with guidance and advice from the Remuneration and Nomination Committee. When vacancies arise on the Board, the Committee assists the Board with the identification of potential directors and considers their skills and qualifications with due regard to the Board’s knowledge and skills requirements, as well as those laid down in the Companies Act.
The committee also ensures that the eligibility and disqualification provisions of the Companies Act are taken into account before recommending a candidate for appointment to the Board. The Board ultimately decides on the appointment of the director and provides full disclosure of director appointments to shareholders.
On appointment, a director is provided with the relevant statutory information to ensure an understanding of the provisions of the Companies Act with particular reference to the duties and obligations of directors. The director is also provided with information on the Group’s strategy, operational activities, and the products and services offered by the various divisions. New directors are informed of the closed periods for dealing in the Company’s securities, the procedure they are required to follow before dealing in securities as well as details pertaining to related-party transactions.
The Board evaluates its own performance, processes and procedures as well as the performance of its Committees. The Chairman performs an annual evaluation of the attendance and performance of directors and the efficacy of Board Committees by way of an informal process in light of the collective experience of the directors and their extensive knowledge of the Company and its operating environment.
A written self-assessment based on the criteria provided in King III and the JSE Listings Requirements was undertaken by each non-executive director at the end of June 2014. The results were reviewed by the Remuneration and Nomination Committee and subsequently considered by the Board.
The Board is satisfied that, based on the assessment criteria mentioned above, four of the five non-executive directors are independent, in keeping with the King lll recommendation that the majority of non-executive directors should be independent. The Board also reviews the independence of directors who have served for periods longer than nine years, as well as the conduct of the non-independent director, and is satisfied that the directors concerned are independent of mind and judgement and that no conflicts of interest exist. Furthermore, the Board is of the view that, notwithstanding the extended length of directors’ service, they contribute valuable experience to the Board.
Dealing in the Company’s securities
A policy on share dealings and insider trading is applied across the Group to all GPI directors, the Company Secretary, prescribed officers and certain identified senior executives with access to financial results and other price-sensitive information. These individuals may not deal in shares of the Company during the closed periods as defined in the JSE Listings Requirements or while the Company is operating under circumstances where it would be inappropriate to deal in the Company’s shares, such as while operating under a cautionary or while the Company is in the process of price-sensitive negotiations or acquisitions.
Directors and the Company Secretary are obliged to obtain the Executive Chairman’s written clearance (or in his absence, the LID’s) prior to dealing in the Company’s shares and all requests are referred through the Company Secretary for record-keeping purposes and to liaise with the Company’s sponsors to disclose such dealings to shareholders on SENS.
Disclosures and conflicts of interest
Directors are obliged to avoid situations that may place them in conflict with the interests of the Company or the Group. In addition, interests must be declared before each Board meeting and procedures are in place for directors to provide the Company Secretary with full disclosure of any related-party transactions to which they or their immediate families may be party.
Access to Company information
Procedures are in place, through the Executive Chairman and the Company Secretary, giving the directors access, at reasonable times, to all relevant Company information and to senior management, to assist them in the discharge of their duties and responsibilities and to enable them to make informed decisions. Directors are expected to strictly observe the provisions of the statutes applicable to the use and confidentiality of information.
Independent professional advice and Company Secretary
A procedure is in place for directors to consult independent professional advisors, if necessary and within reason, at the Company’s expense, subject to prior notification to the Executive Chairman or the Company Secretary. No such advice was sought during the financial year.
The Company Secretary serves as the central source of advice to the Board on the requirements of the Companies Act and the principles of corporate governance as contained in the JSE Listings Requirements and King III. In addition to the Company Secretary’s statutory and other duties, she provides the Board as a whole, directors individually, and the committees with guidance as to the manner in which their responsibilities should be discharged in the best interests of the Company. The appointment and removal of the Company Secretary is a matter for the Board as a whole.
The Board reviews (through the Remuneration and Nomination Committee through discussion and assessment) the qualifications, experience and competence of the Company Secretary and has noted that the Company Secretary performed all formalities and substantive duties timeously and in an appropriate manner. Furthermore, the Board is satisfied that the Company Secretary has the appropriate knowledge, skills and experience to execute her duties and that an arm’s length relationship exists between the Company Secretary and the Board.
The Board meets quarterly to discharge its statutory obligations and to ensure adherence with the Company’s strategic focus as determined by the directors prior to the commencement of the financial year. Additional meetings are held during the course of the year to attend to other specific business as and when the need arises.