Corporate Governance

OUR APPROACH TO GOVERNANCE

The Phumelela Board recognises the principles of good governance and is committed to ensuring that the Group adheres to the highest standards of good corporate governance in the conduct of its business. 

INTRODUCTION

The Phumelela Board recognises the principles of good governance and is committed to ensuring that the Group adheres to the highest standards of good corporate governance in the conduct of its business, as well as compliance with the Listings Requirements of the JSE Limited (“the JSE”) and all other applicable laws. Our Board is responsible for creating and delivering sustainable shareholder value.

Integrated reporting not only allows us to apply the recommendations in the King Report, but also to use reporting to inform strategy within the business, to provide stakeholders with a meaningful account of the Company’s performance and to build a reputation of transparency and trust within the investment community. Our Code of Ethics outlines behaviours which govern our way of working across the business.

ENGAGEMENT WITH STAKEHOLDERS

Phumelela has identified a range of internal and external stakeholders with which it engages regularly. The stakeholders are identified as those parties who have a material interest in or are affected by Phumelela. The Company has assessed its involvement with them or their potential impact on our business, at a corporate office and operational level. The issues raised by the stakeholders partly inform the selection of the Company’s material issues.

We view stakeholder engagement as a necessary tool to ensure transparency and accountability with those entities and individuals that are impacted by or interested in our activities, products and services.

The manner in which we engage with these stakeholders is addressed in the stakeholder table set out in the sustainability report found on our website (www.irphumelela.com/sustainability).

ENGAGEMENT WITH SHAREHOLDERS AND INVESTORS

Phumelela endeavours to ensure and justify shareholders’ investment in the Company and to align the interests of management with those of shareholders. The formal mechanisms in place to enable this communication include one-on-one meetings with investors, presentations, the annual general meeting, short form announcements of the interim and year-end results, the Company’s website, its Integrated Report to shareholders and the form of proxy shareholders use to exercise their voting rights. In addition, our interim and final results presentations are broadcast live on Business Day TV.

COMPLIANCE WITH KING IV CODE OF CORPORATE PRACTICES AND CONDUCT

Phumelela’s directors endorse the Code of Corporate Practices and Conduct ("the Code") as set out in the King Report on Corporate Governance ("King IV") and the Board took the necessary steps to ensure its recommendations were applied during the 2019 financial year. The Board analysed the recommendations contained in the Code and noted where it already applies the Code and where there are opportunities to implement changes that will improve governance standards within Phumelela in the future.

Full details of our King IV compliance are available on our website.

ESTABLISHING MATERIALITY

To identify the material issues to our business we review the:

• results of our business risk assessment process;

• Code of Corporate Practices and Conduct set out in the King IV report;

• Phumelela Code of Ethics;

• topics and challenges reported by our peers or raised by industry associations; and

• external initiatives and best practice guidelines.

GOVERNANCE

Phumelela’s Board structure and Board committees were established to divide the responsibilities needed for effective governance of the issues material to the Company. To ensure a balance of power and authority there is a clear division of responsibilities among the Company’s directors.

One-third of the non-executive directors retire annually by rotation.

The Board meets on a quarterly basis in line with the financial and strategic processes of the Group. The Board also annually reviews the Group’s ability to continue trading as a going concern in the foreseeable future.

RISK GOVERNANCE

The Group aims to ensure business-specific risks are adequately and timeously identified and mitigated, whether they are operational and strategic risks, emerging risks, or risks posed by the external environment. For detail on the material issues and related risks facing the Group and how that informs the Group’s strategy, please refer to page 27 to 31 of this 2019 integrated annual report.

THE PHUMELELA BOARD

The Board is constituted in terms of Phumelela’s Memorandum of Incorporation. The responsibility for the success of the Company lies with the Board. The Board is expected to act in the best interest of the Company including its stakeholders and give strategic direction, identify risks, monitor performance against budgets and industry standards, as well as apply good corporate governance. Through this style of leadership, the Company should achieve sustainable growth.

The Board approves the Group budget and monitors overall performance against objectives appropriate to the current stage of the business, providing input and determining strategic focus. The Board appoints the Group Chief Executive and with the assistance of the Nominations Committee ensures that succession is planned.

In the interests of transparency, the Board ensures that stakeholders and investors are provided with timeous, accurate and relevant information. The Board is satisfied that it fulfilled all its duties and obligations in the 2019 financial year.

Board Charter

The Phumelela Board Charter outlines the manner in which business is to be conducted by the Board.

The Charter provides a concise overview of the delineation of the roles, functions, responsibilities and powers of the Board, as well as the committees of the Board.

Annual assessment of independence

The Board, assisted by the Nominations Committee, reviewed the independence status of all the non-executive directors during the year under review and all directors maintained their independence. We seek to promote independent judgement and diverse mind-sets and views. All directors must exercise their judgement independently, irrespective of their status. Independent non-executive directors are assessed annually in accordance with the JSE Listings Requirements and King IV recommendations.

King IV recommends that any term beyond nine years, or an independent non-executive director, should be subject to a particularly rigorous review by the Board, of not only the performance of the director, but also the factors that may impair his independence at that time. The Nominations Committee took into account the guiding principles outlined in the King Report to determine the independence of directors.

Although the majority of directors have served over 9 years, the Board concluded that directors’ independence of character and judgement were not in any way affected or impaired by their length of service and that their service was of considerable benefit to the Company. The longer serving non-executive directors vigorously exercise their duty to act in the best interests of all stakeholders of the Group. All our non-executive directors are strong-minded individuals of integrity, who are successful and experienced professionals in their respective fields with continuing strong contributions.

Board composition

At the end of the year under review, the Board comprised of two executive directors and nine non-executive directors, including the chairman.

To ensure a balance of power and authority, there is a clear division of responsibilities among the Company’s directors. One-third of the non-executive directors retire annually by rotation in terms of our Memorandum of Incorporation. The roles of the Chairman and Chief Executive are separate and the Chairman has no executive responsibilities. The non-executive directors are diverse in their academic qualifications and business experience, resulting in a balanced Board.

Membership and diversity

The procedures for appointing directors to the Board are formal and transparent. At the end of the year under review, six of the Board members were black and two of its members were black women.

The Board recognises and embraces the benefits of diversity (which includes, but not limited to age, race and gender) at Board level, to enhance the quality of deliberations and of directors’ perspectives. Having a diverse Board and workplace is and remains important to the Group.

Directors are chosen for their corporate leadership skills, experience and expertise. The Board voluntarily set a target of at least 20% of Board membership to comprise women. The Nominations Committee assists the Board in this regard. During the year, the committee sourced additional suitable female candidates to serve on the Board based on merit against objective criteria and with due regard to the benefits of diversity on the Board. At the time of this report, regulatory approval was not yet received for Ms Lindiwe Rakharebe. Post year-end Ms Fikile Magubane tendered her resignation from the Board and as member of the Audit and Risk Committee.

The Board is committed to proactively monitoring the Group’s performance in meeting the requirements outlined in the policy.

Appointment of directors

Directors are appointed through a formal process. The remuneration and nominations committee is responsible for identifying suitable candidates as independent non-executive directors to be proposed to the Board and, on its recommendation to shareholders for approval. This committee is also responsible for overseeing that diversity at Board level is maintained.
During the year, we announced the retirement of Mr MP Malungani, Chairman of the Board. Mr B Kantor was appointed in his stead. We also announced the appointment of Mr SH Müller as director and Chairman of the Audit and Risk Committee. In addition, both Mr SA Mahlalela and Ms FS Magubane were appointed as directors and members of the Audit and Risk Committee, whereas Ms L Rakharebe's appointment as director and member of the Social and Ethics Committee is subject to approval of the relevant regulatory authority. Also announced was the appointment of Mr KC Khampepe as member of the Remuneration and Nominations Committee as well as the appointment of Ms NJ Mboweni as member of the Social and Ethics Committee

The Board has staggered rotation of directors to retain knowledge, skills and experience and to maintain continuity, while introducing new expertise and perspectives. Directors serving over nine years are subject to a rigorous review by the Board annually. Length of service is reviewed as part of succession planning.

Changes to the Board

During the year, we announced the retirement of Mr CJH van Niekerk as director and Chairman of the Remuneration and Nominations Committee as well Mr R Cooper as director and Chairman of the Audit and Risk Committee. We also announced the appointment of Mr M Tembe as Lead Independent Director. In addition, Mr VJ Moodley resigned as executive director, Mr AW du Plessis resigned as executive director and Group CEO, Mr JA Stuart was appointed in his stead, Mr P Anastassopoulos and Mr MA Currie resigned as non-executive directors.

As previously announced, Ms L Rakharebe's appointment as director and member of the Social and Ethics Committee as well as Mr J Sexwale’s appointment as director are subject to approval of the relevant regulatory authority. Post year end, Ms Magubane resigned as non-executive director and member of the Audit and Risk Committee.

We are comfortable that, after the latest changes to the Board, we still have the right balance of skills, experience and independence to make a meaningful contribution to the business of the Company. The committees established by the Board play an important role in enhancing standards of governance and effectiveness within the Group.

Induction and training

On appointment, new directors undergo an induction programme to facilitate their understanding of the business environment. This programme is facilitated by the Company Secretary and includes, inter alia, information and guidance on:

•  group structure and business objectives;

•  financial performance;

•  managing conflicts of interests and upholding ethical standards in line with the Company’s code of ethics;

•  familiarisation through site visits and consultation with senior management; and

•  corporate policies and procedures, and information on directors’ roles and responsibilities in terms of legislation, regulatory requirements and best practice including the JSE Listings Requirements.

Directors and senior management also attended a workshop on corporate governance, risk and compliance management during the year.

CHAIRMAN

B Kantor

The Chairman is an independent non-executive, as per the recommendations of King IV.

He is responsible for the effectiveness of the Board and its committees and for ensuring that the Board provides effective leadership, upholds ethical standards, is responsible, accountable, fair, transparent and develops and implements strategies aimed at achieving sustainable economic, social and environmental performance. He is also responsible for:

•  representing the Board with shareholders and indirectly with other stakeholders

•  ensuring the integrity and effectiveness of the governance process of the Board

•  maintaining regular dialogue with the CEO on all operational matters and consults the Board on any matter that may be of major concern

•  ensuring that during Board meetings no director dominates discussions, that various views are heared and that discussions result in logical and understandable outcomes.

LEAD INDEPENDENT DIRECTOR

M Tembe

The Lead Independent Director assists the Chairman in the execution of his duties and such other functions as the Board may wish to delegate to him. He is also responsible for:

•  leading in the absence of the chair;

•  serving as a sounding board for the chair;

•  acting as an intermediary between the chair and other members of the Board;

•  strengthening the independence on the Board;

•  chairing discussions and decision making by the Board on matters where the chair has a conflict of interest; and

•  leading the performance appraisal of the chair.

GROUP CHIEF EXECUTIVE

JA Stuart

The role of the Group Chief Executive has been separated from that of the Chairman to ensure a balance of authority and to preclude any one director from exercising unfettered powers of decision making. His role is to provide leadership to the Company, advising the Board on strategy and policy matters, and developing, recommending and implementing the annual business plans and budgets that support the Company’s short and long-term strategies. He is also responsible for:

•  monitoring and managing the day-to-day operational requirements and administration of the Company;

•  managing/ensuring the submission of reports, financial statements and consolidated budgets for consideration by the Board;

•  overseeing the financial management of the Company, including financial planning, cash flow and management reporting;

•  involving himself in Group related affairs through the executive committee and acting as its chair; and

•  not causing or permitting any practice, activity that is contrary to commonly accepted good business practice, good corporate governance or professional ethics in line with the organisations’ code of ethics.

DIRECTORS

The Board’s non-executive directors are individuals of high calibre whose appointments at the highest level in major business and public organisations enable them to bring independent judgement to the Board. Their experience enables them to evaluate strategy, performance, resources, transformation, diversity and employment equity, standards of conduct, as well as to act in the Group’s best interests as a balance to the executive directors.

The non-executive directors have no fixed terms of appointment and no employment contracts with Phumelela.

The composition of the Board is regularly reviewed, and the appointment of non-executive directors is determined after taking into account those attributes and qualifications that are required to supplement the Board’s skills base and ensure that the composition of the Board has a balance of authority and minimises the possibility of conflicts of interest.

Phumelela executives attend the meetings by invitation giving non-executive directors the opportunity to interact directly with them to obtain first-hand information on operational matters.

All new Board members are required to sign the Company’s Code of Ethics, are brought up to date on important issues, and are apprised of the business challenges and strategies being implemented.

EFFECTIVENESS OF THE BOARD

The Board continues to be committed to regularly reviewing its own effectiveness and that of its committees. Given the changes in the Board composition during the year, trading pressures, bookmakers’ disputes, amendments to the Gauteng Gambling Regulations, report of the Public Protector in connection with the corporatisation of the horseracing industry in South Africa, possible restructuring and survival of the horseracing industry, the Board deemed it prudent to defer the effectiveness review. Various sub-committees were appointed to assist the Board with these challenges.

COMPANY SECRETARY

The Company Secretary operates on an arm’s length basis from the Board and is not a director of the Board. All directors have access to the advice and services of the Company Secretary.

The appointment and removal of the Company Secretary is approved by the Board. The Company Secretary advises the Board on the appropriate procedures for the management of meetings and implementation of governance procedures, and is further responsible for providing the Board collectively, and each director individually, with guidance on the discharge of their responsibilities in terms of the legislative and regulatory requirements applicable to the Company. All directors have unrestricted access to the Company Secretary.

The Company Secretary acts as a secretary to all Board-appointed committees. During the year under review the Board declared itself satisfied with the competence, qualifications and experience of the Company Secretary.

GOVERNANCE framework

The diagram below is a summary of our governance framework and it shows the integration between the Board, its sub-committees and the executive committee.

BOARD MEETINGS

A minimum of four Board meetings are scheduled each financial year, as well as special Board meetings to consider matters of strategic importance.

The meetings follow a formal agenda ensuring that substantive matters are properly addressed, and all relevant information is supplied timeously.

A total of seven Board meetings were held during the financial year ended 31 July 2019 with four being scheduled meetings and three being special Board meetings. During the year, sub-committees of the Board were established to assist the Board with strategic matters of importance. Although non-member director attendance is not reflected in the table, attendance is consistently high, which facilitates transparency and robust informed deliberations.

The chair of the Social and Ethics Committee as well as the chair of the Remuneration and Nominations Committee represented the Company at the Parliamentary Portfolio Committee on Labour on matters pertaining to Grooms in the horse racing industry.

KEY AREAS OF FOCUS DURING THE REPORTING PERIOD

•  Considered the possible restructure of the horseracing industry in South Africa;

•  Approved the appointment of the Group Chief Executive on recommendation of the Nominations Committee;

•  Considered the Report of the Public Protector in respect of the investigation into allegations of maladministration and improper conduct in connection with the memorandum of understanding entered into between the Gauteng Provincial Government and the Gauteng Horseracing Industry in 1997, which subsequently led to the corporatisation of the Horseracing Industry;

•  Considered the implications of the amendments to the Gauteng Gambling Regulations, 1997 (“the Regulations”);

•  Considered the implications of the General Notice in the Extraordinary Provincial Gazette in respect of the Gauteng Gambling Act (4/1995) (“the Act”), as amended;

•  Approved the restructure/rightsizing of the Group;

    –  Reviewed and approved the 2020 budget;

    –  Considered the cost-saving initiatives in the Group;

    –  Approved the half-year and year-end financial results and the JSE announcements;

    –  Reviewed and approved the integrated annual report;

•  Discussed and considered material issues relating to execution of strategy;

•  Discussed and considered the going concern status of the Company;

•  Reviewed and approved cash flow reports;

•  Reviewed and approved capital expenditure budget;

•  Approved the reduction in the non-executive directors’ fees for tabling at the annual general meeting;

•  Considered the declaration of directors’ financial interests at each meeting;

•  Considered the implications of the King IV report; and

•  Reviewed material risks and compliance matters in the Group.

BOARD-APPOINTED COMMITTEES

The Board remains accountable and responsible for the performance and affairs of the Company. However, it delegates to management and Board-appointed committees, certain functions to assist it to discharge its duties properly. Each Board-appointed committee acts within agreed, written terms of reference. The Chairman of each Board-appointed committee reports and provides minutes of committee meetings at the scheduled Board meetings.

REMUNERATION AND NOMINATIONS COMMITTEE

Members: CJH van Niekerk (Chairman), B Kantor, KC Khampepe, JB Walters and M Tembe

Role: The role of the committee is to assist the Board to ensure that:

•  the Board has the appropriate composition for it to execute its duties effectively;

•  directors are appointed through a formal process;

•  induction and ongoing training and development of directors;

•  succession plans for the Board, Chief Executive Officer and senior management appointments are in place;

•  the Company remunerates directors, executives and prescribed officers fairly and responsibly;

•  the disclosure of director and prescribed officer remuneration is accurate, complete and transparent;

•  director independence is reviewed annually; and

•  Board diversity is considered in all appointments.

To achieve its mission and strategic objectives, Phumelela has adopted a remuneration policy which ensures that all staff are remunerated fairly and are treated consistently throughout the Group.

The Chairman and non-executive directors do not receive incentive awards geared to the share price or corporate performance. The remuneration policy will be placed before shareholders at the annual general meeting for their approval. All members of the Remuneration Committee are independent non-executive directors.

Two scheduled meetings were held during the financial year ended 31 July 2019 as well as four ad-hoc special meetings

Strategic focus for the year under review:

• Considered Board and executive succession planning;

• Approved the Board race and gender diversity policy;

• Reviewed the composition of the Board and its sub-committees;

• Considered and recommended appointment of new directors including that of Lead Independent;

• Considered and recommended appointment of Group CEO;

• Reviewed the CEO's contract;

• Considered non-executive director independence and rotation;

• Reviewed the remuneration policy;

• Reviewed non-executive directors' fees;

• Reviewed proposed changes to the short-term incentive scheme and the long-term share based incentive plans; and

• Considered the executive and staff bonuses/increases.

AUDIT AND RISK COMMITTEE

Members: SH Müller (Chairman), R Cooper, FS Magubane, SA Mahlalela, NJ Mboweni and JB Walters

Role: The Audit and Risk Committee is responsible for the Company’s financial reporting process on behalf of the Board and on achieving the highest level of financial management, accounting and reporting to shareholders. This is accomplished by:

•  reviewing the scope of the audit and the accounting policies;

•  identifying key risk areas and evaluating exposure to significant risks;

•  evaluating the appropriateness of internal controls;

•  assessed the Company's going concern status;

•  meeting with external and internal auditors to discuss the scope of the external audit, internal audit and reliance on internal controls. The auditors have unrestricted access to the Audit and Risk Committee and its Chairman;

•  the Audit and Risk Committee, with the auditors present, examines, reviews and discusses the audited annual financial statements and reports issued to the public before being submitted to the Board for approval;

•  providing the Board with regular reports on the committee’s activities;

•  recommending the appointment of external auditors, the level of fees payable and the level of non-audit services;

•  providing oversight of the IT governance function; and

•  assessing the compliance environment in which the Group operates.

For the year under review the committee is satisfied that it has met its responsibilities in accordance with the approved terms of reference.

The Company’s Audit and Risk Committee is established as a statutory committee in terms of section 94(2) of the Companies Act 71 of 2008, as amended ("Companies Act") and as such shareholders are required to elect the members of this committee at each Phumelela annual general meeting. All members of the Audit and Risk Committee are independent non-executive directors.

Three meetings were held during the financial year ended 31 July 2019 as well as one special meeting

SOCIAL AND ETHICS COMMITTEE

Members: R Cooper (Chairman), AW Heide, NJ Mboweni and E Nkosi

Role: The Social and Ethics Committee is responsible for ensuring that the Company is, and remains, a socially responsible corporate citizen. The committee supplements, supports, advises and provides guidance on the effectiveness or otherwise of management’s efforts in respect of sustainable development and social and ethics-related matters.

The committee is chaired by an independent non-executive director. Having considered the recommendations of King IV as it relates to the composition of the committee, the Board undertook to restructure the committee and appoint an additional non-executive as a member of the committee. The majority of its members are non-executive.

For the year under review the committee is satisfied that it has met its responsibilities in accordance with the approved terms of reference.

Discharge of responsibilities

Key areas of focus during the reporting period:

•  Management of ethics;

•  Reviewed and approved the corporate social investments;

•  Reviewed the environmental management including the status of occupational health and public safety;

•  Undertook site visits to grooms’ quarters in Gauteng and the Vaal;

•  Reviewed security measures in various provinces, racecourses and branches;

•  Reviewed measures to implement energy efficiency;

•  Considered the risk associated with the water restrictions and action plans to address the risk;

•  Reviewed relevant stakeholder relations;

•  Reviewed labour relationships and human resource matters;

•  Reviewed compliance with the amended B-BBEE codes and considered action plans to drive transformation and further improve the B-BBEE score card; and

•  Considering environmental and social sustainability issues.

The Committee further monitors progress against the Company’s equity targets and B-BBEE shortfalls. We will continue to review current initiatives and their effectiveness and make appropriate recommendations to the Board.

Forward focus

The Committee will continue to attend to all the matters within its mandate, specifically the Group’s role in society, and strengthening relationships with regulators.

Two meetings were held during the financial year ended 31 July 2019

.


ETHICS MANAGEMENT

Phumelela does not tolerate any fraudulent or illegal activities in relation to the running of the Company and this is covered in the Code of Ethics. Employees are encouraged to make use of the confidential ethics line to report any incidents. All incidents of ethics, fraud and robbery are reported to the Social and Ethics Committee, which interacts with management in implementing action whenever corrective action is required.

The National Horseracing Authority provides a competent and efficient racehorse and jockey control and monitoring service for the sport of horseracing which ensures that the sport maintains a high standard of ethics.

CODE OF ETHICS

Phumelela aims to maintain the highest ethical standards and ensures that our business practices are conducted in a manner which is honest and fair and that they are, in all reasonable circumstances, above reproach. All employees including directors are encouraged to comply with both the written word and the spirit of the Code.

The Phumelela Code of Ethics sets out Phumelela’s policies regarding:

•  fair dealing and integrity in the conduct of its business;

•  compliance with laws and regulations;

•  conflicts of interest;

•  outside activities, employment and directorships;

•  relationships with clients and suppliers;

•  gifts, hospitality and favours;

•  personal investments;

•  remuneration;

•  expenditure;

•  discrimination;

•  environmental responsibility;

•  health and safety;

•  political support;

•  Phumelela assets and records;

•  dealing with people and organisations outside Phumelela;

•  privacy and confidentiality;

•  fraud; and

•  contravention of the Code of Ethics.

ACCOUNTABILITY AND INTERNAL AUDIT

The Board is responsible for the Group’s system of internal control. The Group’s internal controls and systems are designed to provide reasonable and not absolute assurance as to the integrity and reliability of the financial statements. Internal audit is an independent function that evaluates the adequacy and effectiveness of internal controls against specified business risks and is an adviser to the Audit and Risk Committee. The internal auditor reports regularly to the Audit Committee and has unrestricted access to the committee Chairman. An internal audit charter has been approved by the committee.

INVESTOR PROTECTION – DEALING IN SECURITIES

The Board has implemented a trading policy in accordance with the JSE Listings Requirements during which Board members, senior management and staff may not trade in the Company’s securities. Directors and officers may not trade in the Company’s securities without first obtaining the clearance of the Chairman or, if the Chairman is unavailable, a designated non-executive director. The Chairman may not trade in the Company’s securities without first obtaining the clearance of a designated non-executive director. Details of all share dealings by the directors in the Company’s securities are disclosed in accordance with the JSE Listings Requirements.

INTEREST OF DIRECTORS IN CONTRACTS

No conflicts of interest exist regarding directors’ interests in contracts. Directors are required to disclose any potential conflicts at the relevant Board meeting.

During the year, various banking transactions have been undertaken on the Group’s behalf by Investec Bank Limited. Although Mr B Kantor served as managing director of Investec Bank Limited, all transactions were in the ordinary course of business.

INSURANCE

The Company purchases directors' and officers' liability insurance cover. No claims under the policy were made during the year.

IT GOVERNANCE

The Board is responsible for the oversight of IT governance within the Group. The Board has delegated the Group’s IT responsibilities to the Audit and Risk Committee. The focus during the year included improving internal efficiencies and refining IT infrastructure and security. Emphasis is placed on information security, system integration, automation and simplification of processes. The CIO forum has been established to ensure ICT strategy alignment and governance implementation.