Page 58 - Capricorn IAR 2020

STRATEGY AND MATERIAL MATTERS GOVERNANCE REPORT RISK REPORT
No major gaps or shortcomings were identified. Areas of improvement were addressed through actions including the following:
• Approval of the ethics strategy and implementation of the first year of the three-year ethics strategy action plan
• The Group Code of Ethics and Conduct Policy was comprehensively reviewed and approved by the board
• The tracking of strategy execution was improved, and closer integration between strategy and risk management and value creation is on track
• The quality of the Group’s integrated annual report is benchmarked annually by entering it in the CSSA Integrated Reporting Awards competition
• The integrated annual report disclosure was enhanced in line with a number of King IVTM recommended practices
• Appointment of an independent non-executive director with strong IT skills
• Presentation of a new format for the combined assurance report to the BARC
• Enhancing reporting of stakeholder engagement from subsidiaries to the Group to enhance collaboration on stakeholder issues and opportunities (read more in the stakeholder section on page 19 and the BSEC report from page 96)
• Establishment of the Capricorn Foundation (read more in the BSEC report from page 96)
For a summary of the King IVTM principles and how Capricorn Group has applied them, please refer to the website https://www.capricorn. com.na/Pages/About-Us/Corporate-Governance.aspx
Capricorn Group board
The board plays a pivotal role in the Group’s corporate governance system. Intellectual honesty is an overriding commitment with regard to the board’s deliberations and approach to corporate governance.
Board member diversity
The board is governed by the board charter, which regulates how the board conducts its business. The charter also sets out the specific responsibilities to be discharged by the board members collectively and the Group CEO and Group chairman in their respective capacities. The board is satisfied that it has fulfilled its responsibilities in terms of the board charter.
Role of the board
An important role of the board is to define the vision and purpose
of the Group (including its strategic intent and choices) and its values (manifested by The Capricorn Way), which constitute its organisational culture, associated behaviours and norms. These are considered to be clear, concise and achievable. The Group’s strategy is considered, evaluated and agreed upon every year before the annual budget is approved. Implementation is monitored quarterly at board and executive meetings. Read more about the Group’s purpose, strategy and The Capricorn Way from page 4.
The board also ensures that procedures and practices are in place
to protect the Group’s assets and reputation, and mitigate risk.
A schedule of matters reserved for the board’s decisions is in place.
It details key aspects of the Group’s affairs that the board does not delegate, including the approval of business plans and budgets, material expenditure and alterations to share capital. This framework clarifies roles and ensures the effective exercise of authority and responsibilities.
Board leadership and composition
Capricorn Group has a unitary board, consisting of an appropriate mix of executive, non-executive and independent directors. The size of the board is dictated by the company’s articles of association, which require a minimum of five directors.
The nominations committee (“Nomco”), which includes the lead independent director (“LID”), assessed the independence of the non-executive directors classified as independent and confirmed their continued classification as independent.
The board is satisfied that its composition reflects the appropriate mix of knowledge, skills, experience, diversity and independence.
STATUS
17%
Executive(2) AGE
17%
Age 40 – 49 (2) RACE
42%
25% 58%
Non-executive(3) Independentnon-executive(7)
Previously racially disadvantaged individuals (“PDIs”) (5)
GENDER
75%
Male (9)
TENURE
33%
Tenure
>9 years (4)
25%
Female (3)
67%
Tenure
<9 years (8)
42%
Age 50 – 59 (5)
33% 8%
Age 60 – 69 (4) Age 70+ (1)
58%
Previously racially advantaged individuals (“PAIs”) (7)
56