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| Governance |
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The board is committed to an open and disciplined governance process based on integrity, transparency, independence and accountability. The board recognises that governance is a developing discipline to be followed for the good of shareholders and stakeholders. During the year under review, the board believes that it complied in all material respects with the Code of Corporate Practices and Conduct as set out in the King Report 2002 (King II), except as noted below.
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Board of directors
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King II recommends that the board comprise a balance of executive and non-executive directors, preferably comprising a majority of non-executive directors. For the duration of the year the board comprised three executive directors and five non-executive directors. The non-executive directors are independent of management and promote the interest of stakeholders. Three of the non-executive directors are independent in terms of the King II classification. Whilst Ethan Dube and Khosi Sibisi are representatives of the BEE consortium that acquired an ownership interest in Peregrine Holdings Ltd, they are independent in terms of all other criteria as detailed in King II.
Board committees
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The board has established subcommittees with specific responsibilities to manage specific risk areas of the business and to assist the board in carrying out its responsibilities. Each of the committees is chaired by an independent non-executive director.
More details on the principal standing committees in the 2009 annual report
Remuneration of directors |
The remuneration philosophy for executive directors is largely aligned with that of other senior members of the company - a fixed annual salary and a component of performance linked remuneration. Whilst, at a subsidiary level, senior management are rewarded through participation in a fixed percentage of profitability of the respective business unit, by way of a profit pool or direct shareholding in the company, the payment of bonuses to executive directors is discretionary and determined annually by the remuneration committee.
More information in 2009 annual report |
Directors’ shareholding |
On 31 March 2009, the directors held in aggregate 37 696 016 Peregrine shares (2008: 31 108 599), representing 16.5% (2008: 13.6%) of the issued share capital of the company.
The direct and indirect beneficial interests of directors in the company are set out in the 2009 annual report. |
Company secretary |
| The functions of the company secretary are currently overseen by the group’s legal division. The division is responsible for ensuring that board procedures and the relevant regulations are fully observed. With the assistance of the group’s corporate sponsors the directors are provided with ongoing guidance on governance, compliance and their fiduciary responsibilities. All directors have access to the advice and services of this division. |
Dealing in securities
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In line with the JSE’s Listing Requirements, dealings in Peregrine shares by the directors of the Holdings board, the company secretary, as well as the directors of subsidiary companies require advance approval from the chairman, CEO or deputy CEO. Once executed, appropriate disclosure is made on the Securities Exchange News Service (SENS) in terms of the Listings requirements.
These conditions apply to shares held directly, indirectly, beneficially or non-beneficially and also apply to any associate of the directors as defined in the JSE Listing requirements.
The board has implemented a formal trading policy prohibiting directors, officers and employees of the company from dealing in Peregrine Holdings Ltd shares during the company’s closed periods, as prescribed by the JSE. These closed periods start at the close of the annual and interim reporting period and last until the financial results are announced on SENS and include periods during which the company is trading under a cautionary announcement.
Where applicable appropriate personal account trading rules are in place within the subsidiary businesses.
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Auditor independence |
| The group financial statements have been audited by PKF (Jhb) Inc. The company has no reason to believe that the auditors have not acted with unimpaired independence at all times. Details of fees paid for audit and non-audit services are disclosed in the financial statements. |
Ethics |
| The group has a documented code of conduct for staff designed to provide guidance as to the ethical conduct of staff in all areas, appropriate policies around the safeguarding of assets and information and the appropriate corrective measures to enforce these policies. |
Sustainability |
| Sustainability is synonymous with good corporate governance and Peregrine is committed to adopting practices that contribute to the long-term sustainability of the business and the broader environment. Please click here to see the company’s report on sustainability. |
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