Peregrine’s Board is committed to transparency, accountability and integrity, complying with the recommendations as set out in the King III Report and applicable laws. The Board aims to integrate responsible corporate citizenship into the Group’s growth strategy and to embed sound corporate governance values and principles into daily operations and processes in order to build a culture of sustainability. It further endeavours to ensure that these sustainability components form part of all strategic decisions, audits and assessments.
The companies falling under the Group’s offshore subsidiaries, Stenham Group and Peregrine International Holdings, are governed by the laws of foreign jurisdictions.
Board of Directors
The Board remains responsible and accountable for the performance and affairs of the Group and has full control over all the subsidiaries of the Group. The Directors acknowledge that responsibility for safeguarding Peregrine’s sustainability rests with them. During 2011 the Board codified the values on which Peregrine’s good corporate citizenship is based in a new formal Code of Conduct, which is reviewed and, if necessary, amended from time to time.
Since 1 April 2014, Peregrine’s unitary Board has been chaired by SA Melnick, who, from that date, relinquished all executive duties and, as at the date of this report, comprises a further eight Directors, three of whom are Executive and one of whom is the previous Chairman, LN Harris, who is the Lead Independent Non-Executive Director. In line with the King III Report, the majority (six) are Non-Executive Directors, four of whom are classified as independent. As at the date of the report, one of the Directors is female and one male Director is black.
Click here to view the names and brief curriculum vitae of each Director.
Peregrine has an established Group Audit Committee, Group Remuneration Committee, Group Risk and Compliance Committee, and a Group Social and Ethics Committee that assists the Board in discharging its collective responsibility of sound corporate governance.
An independent non-executive director chairs each committee.
Remuneration of Directors
Following the adoption by the Board, in November 2014, of an updated Group Remuneration Policy, the Group CEO was tasked with proposing a revised methodology for determining how the Group Executive Director’s remuneration should be calculated, so as to more appropriately demonstrate the link between remuneration and performance, including the need to better distinguish between the short and long-term elements of the Group’s incentive awards. This was in accordance with the recommendations of the external consultant’s review undertaken during 2014.
Following an extensive exercise in this regard, the Board in November 2015, approved a revised basis on which the Group Executive Directors’ incentives, both short and long-term, would be determined. Both the Group Remuneration Committee (Group Remco) and the Board believes this updated method to be more appropriate to the Peregrine Group’s activities and operations, and will more clearly demonstrate the linkage between performance and rewarding Group Executives fairly.
More information on the remuneration of Directors is contained in the Group Remuneration Report, set out on pages 64 - 67 of our 2016 Integrated Report.
The Company Secretary, Peregrine Management Services (Pty) Limited, is responsible for ensuring that Board procedures are in compliance with relevant regulation and legislation and that full compliance is adhered to.
Wherever necessary, Peregrine’s Sponsors and other relevant advisors/experts will be invited to become involved to ensure that the Directors have adequate information to sufficiently discharge their responsibilities.
In compliance with the requirements of the Companies Act, the Social and Ethics Committee was formed by the board during July 2012.The committee is chaired by an independent non-executive director and includes two executive directors. The objective of the committee is to review and approve the policy, strategy and structure to manage transformation and social and ethics issues in the company. Amongst the issues falling within the scope of the committee’s functions are social and economic development, good corporate citizenship and environmental issues, the latter including climate change.
A formal Code of Conduct (‘the Code’) is in place and is approved by the board, setting out standards of integrity and ethics in dealings with all stakeholder groups including suppliers, customers, business partners, stakeholders, government and society at large.
Every employee of Peregrine is expected to subscribe to the Code, which requires all to act with honesty and integrity in all dealings with stakeholders; to interact with fairness, dignity and respect within and outside of the Group in all business dealings; and to create and protect a credible and well-reputed business and working environment free from harassment and discrimination.
The Code is communicated to all employees and will be reviewed annually.
Dealing in securities
In accordance with the listing requirements of the JSE Limited:
- Directors of the Holdings Board as well as directors of major subsidiary companies require advance approval from the Chairman, Deputy Chairman or CEO, prior to them or any of their associates dealing in Peregrine shares;
- Once executed, appropriate disclosure is made on the Securities Exchange News Services (SENS).
In addition to the above:
- The board has implemented a formal trading policy prohibiting all directors, officers and employees of the Peregrine Group from dealing in Peregrine shares during closed periods which start at the close of the interim and annual reporting periods and last until the financial results are announced on SENS. Closed periods also include periods during which the company is trading under a cautionary announcement;
- Appropriate personal account trading rules are in place within the subsidiary companies.