GOVERNANCE OF SUSTAINABILITY
The Group operates with a high standard of corporate governance aligned to King IV requirements. Our oversight processes, including our clearly defined policy, approval and assurance processes, are regularly reviewed and adapted in line with changes in the Group’s opportunity and risk profile. Continual improvement in the Group’s standards, systems, best practices and reporting, in response to the operating environment and the needs of stakeholders, as well as performance outcomes, embed accountability at every level of the Group and promote operational visibility and integrated decision-making.
Board evaluation takes place along a three-year cycle, comprising formal evaluations by an external provider (year one), informal evaluations through committee discussions (year two), and internal formal evaluations by questionnaire (year three). Year one of the cycle currently applies. However, due to cost cutting measures internal formal evaluations by questionnaire were undertaken.
Additional information: refer to our 2024 Governance Report, available in the downloads section below.
SUSTAINABILITY GOVERNANCE FRAMEWORK
The Board is the custodian of sustainability and engages with all material ESG considerations on a quarterly basis. It approves policies and frameworks that ensure that our business strategy and decision-making encompass broader considerations relating to environmental and social impacts, including climate change. It also ensures that the Group’s environmental, social and governance (ESG) performance is clearly communicated to stakeholders in our reporting.
Clear ESG-related responsibilities are assigned to various Board committees according to their areas of expertise. All Board committees are chaired by an independent non-executive director, and act as the internal voice of valid external concern.
The Board committee structure was rationalised in FY2023 in line with the size of the Group. The social & ethics committee’s mandate now includes the responsibilities of the former health, safety and environment (HSE) committee, making it responsible for overseeing the Group’s environmental and social management and performance, including climate change. Amongst other duties, the audit & risk committee focuses on the management of ESG-related risks and opportunities, and the remuneration committee remains responsible for strategic workforce-related matters. The nominations & governance committee oversees all governance matters. Cross membership between committees provides the Board with a holistic view of our ESG challenges, risks and opportunities, supporting an integrated ESG oversight approach. The Board is comfortable that this governance structure provides a good line of sight in terms of material ESG matters.
SOCIAL & ETHICS COMMITTEE
The social & ethics committee ensures that the Group formulates collaborative responses to sustainability challenges, operates with ethical business conduct, complies with laws, rules, codes and standards, and integrates sound HSE management in all aspects of our activities. This oversight includes monitoring that at a minimum the Group complies with HSE-related regulations, while aiming to operate at even higher standards than those imposed by law to safeguard our stakeholders against any negative impacts arising from our activities.
RESPONSIBILITIES
- Assesses and measures social and ethics performance with reference to the UN Global Compact, the OECD Guidelines for Multinational Enterprises, and the International Labour Organization protocols.
- Monitors diversity, equity and inclusion (DEI) performance, including our localisation and community development programmes as well as broad-based black economic empowerment (B-BBEE) in South Africa.
- Reports to the Board on legal and regulatory compliance, and upcoming legislation that may impact the Group.
- Approves the HSE framework, policies, standards and guidelines.
- Oversees the development and implementation of a best practice HSE management system, and the programmes that monitor the implementation of HSE policies and standards across the Group to ensure they are effective.
- Monitors key HSE lead and lag indicators.
- Ensures that our responses to substantive HSE regulatory and technical developments are appropriate.
- Reviews compliance with Group HSE policies, standards and guidelines as well as appropriate local and international standards and laws for the Group and its subcontractors and associates.
AUDIT & RISK COMMITTEE
The audit & risk committee has a deep understanding of the governance, risk management and assurance processes pertaining to our sustainability issues. On behalf of the Board, the committee assumes responsibility for the annual integrated report, ensuring that it fairly represents the Group’s financial and non-financial performance as well as the material issues affecting the Group, its stakeholders and the environment. The committee appoints an independent external consultant to assure certain material sustainability issues.
The committee also assists the Board in executing its responsibility for risk governance and the integrated assurance framework. This includes identifying and appropriately managing ESG-related risks and opportunities at a consolidated level.
REMUNERATION COMMITTEE
The remuneration committee ensures fair and responsible remuneration and reward practices aligned to performance, the Group’s Values and its strategy. It ensures that our remuneration incentivises the correct behaviour, supports the Group’s business strategy, promotes a high-performance culture, and motivates and retains key and critical talent. The committee also oversees the Group’s employment framework and policies, and performs an annual assessment of succession, including strategies for transformation across the Group.
EXECUTIVE COMMITTEE
The Board delegates the management of the Group to the Group chief executive, who is the highest decision-making authority. The Group chief executive is supported by the Group executive committee in the assessment and management of ESG-related impacts, risks and opportunities. The relationship between the Board and the executive team is respectful and productive.
FORUMS
The HSE, risk management and human resources forums ensure that prioritised initiatives are consistently implemented across the Group, enable the sharing of information and lessons learnt, and oversee key ESG metrics. ESG matters are covered in all three forums and progress is reported to the Board and its committees.
SUSTAINABILITY PERFORMANCE LINKED TO REMUNERATION
The short-term incentive (STI) plan for executives links sustainability performance to remuneration. For the Group chief executive, Group financial director and entities managing directors, STIs have a 70% weighting in favour of financial targets, and for other prescribed officers a weighting of 60%. The balance is measured against suitable non-financial targets relating to leadership, relationship, operational performance and risk management in equal measure. STI targets are set annually and consider business plans, strategic goals and prevailing market conditions. Middle and junior managers and general employees also participate in the STIs.
Performance is assessed against robust financial, safety and DEI targets. Environmental considerations are qualitative. HSE operating company executives have structured key performance indicators including, the efficient use of resources, implementation of the emissions reduction plan, environmental awareness and the achievement of the targets linked to their performance bonuses.
Additional information: refer to the 2024 Remuneration Report, available in the downloads section below.
TIP-OFFS ANONYMOUS
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