Corporate
Governance Report
Page 34
Edcon 2000
Corporate governance incorporates
the adoption and monitoring of sound
effective systems of internal control,
the assessment and management of
business risks and the definition and
implementation of appropriate
business procedures. Responsibilities
are fixed, directed and controlled for
the purpose of administering and
safeguarding shareholders’ interests
and Group assets. The Directors of
Edcon deem corporate governance to
be vitally important and are
unreservedly committed to applying
the principles necessary to ensure that
good governance is practised. For this
they accept full responsibility. These
principles include integrity,
transparency and accountability of the
Directors to all stakeholders. In
pursuit of these ideals, the intention is
to exceed “minimum requirements”
with due consideration to
international trends and codes.
Corporate governance within the
Edcon Group is managed and
monitored by a unitary Board of
Directors and several sub-committees
of the main Board. The Board is of the
opinion that the Group currently
complies with the principles
incorporated in the Code of Corporate
Practices and Conduct, as set out in
the King Report.
Board of Directors
Its primary responsibilities include
discussing and reviewing the strategic
direction of Edcon and monitoring
investment decisions, considering
significant financial matters, and
reviewing the performance of
executive management against
business plans, budgets and industry
standards. In addition, specific
attention is given to ensuring that a
comprehensive system of policies and
procedures is operative and compliance
with corporate governance principles
is reviewed regularly. The Board is
chaired by non-executive Director,
W S MacFarlane, and consists of six
executive and six non-executive
Directors. The names and credentials
of the Directors in office on
31 March 2000 are detailed on page 7.
The Board remains responsible to the
shareholders in the exercise of its
duties.
Non-executive Directors
contribute an independent view to
matters under consideration and add
to the breadth and depth of
experience of the Board. This group
enjoys significant influence at
meetings. The roles of Chairman and
Chief Executive are separate, with
responsibilities divided between
them. The Chairman has no executive
functions. All Directors have the
appropriate knowledge and
experience necessary to effect their
duties with each actively involved in
the Group’s affairs. Generally,
Directors have no fixed term of
appointment but retire by rotation
every three years, and, if available, are
considered for re-appointment at the
annual general meeting. Exceptions
to this are the current Chief
Executive, who has a five year
employment contract, and the Chief
Executive – Group Services, who has
signed a three year contract with the
company. In terms of the articles of
association, Messrs. A J Aaron,
W F de la H Beck and M I Wyman
retire by rotation at the annual general
meeting and, being eligible, offer
themselves for re-election.
Shareholders will also be asked to
confirm the appointments, as non-
executive Directors, of Mesdames
T N Mosery-Eboka and Z B Ebrahim,
together with the appointments, as
executive Directors, of Messrs
J A Day, G R Evans, Dr U Ferndale
and R C Maydon, who were
appointed by the Board during the
year. Non-executive Directors receive
no benefits from Edcon other than
their directors’ fees. All Board
members are required to disclose their
shareholdings in Edcon, other
directorships and any potential
conflict of interest. They are then
required to excuse themselves from
any discussions and decisions on
matters in which they have a
conflicting interest.
Board meetings are held at least
quarterly, with additional meetings
called where circumstances
necessitate. Effective chairmanship
and a formal agenda, raising issues
that require attention, ensure that
proceedings are conducted efficiently
and all appropriate matters addressed.
All relevant information is supplied to
Directors timeously. Meetings are not
dominated by one person or group of
persons, rather the interests of all
stakeholders remain at the core of all
decisions. Members have unlimited
access to the company secretary, who
acts as an advisor to the Board and its
sub-committees on issues including
compliance with Group rules and
procedures, statutory regulations and
best corporate practices. Furthermore,
the advice of independent
professionals may be obtained by any
Board member in appropriate
circumstances, at the expense of the
Company. The name and address of
the secretary are on page 77.
Board sub-committees
Specific responsibilities have been
delegated to Board committees with
defined terms of reference from
approved charters. The current Board
committees are:
Audit committee
The audit committee identifies and
continuously evaluates exposure to
significant risks, reviews the
appropriateness and adequacy of the
systems of internal financial and
operational control, reviews
accounting policies and financial
information issued to the public,
provides effective communication
between directors, management and
internal and external auditors, and
recommends the appointment of the
external auditors. The committee has
three non-executive members and
their details are provided on page 7.
During the year the Board
adopted an audit committee charter
which provides clear terms of
reference to the audit committee.
In drafting this charter, full
consideration was given to current
international trends and developments
pertaining to audit committees.
Committee members have unlimited
access to all information, documents
and explanations required in the
authority has been extended to the
internal and external auditors. The
activities of the committee are
reviewed by the members via an
annual control self-assessment
exercise. Furthermore the main Board
is provided with regular reports on
the committee’s activities.
The committee, chaired by
W S MacFarlane, meets at least three
times per year. Meetings are attended
by invitees, including the financial
director, external auditor, internal
auditor and company secretary.
The charter also requires that sessions
be held with no management present,
to ensure that matters are considered
without undue influence. The internal
and external auditors have unlimited
access to the Chairman.