The Board of Directors of Alviva Holdings recognises the fact that good corporate governance is a characteristic of successful companies. The Board is therefore fully committed to excellence in corporate governance and enhancing shareholders’ value through the principles of transparency, integrity and accountability in dealing with its shareholders and all other stakeholders.
ETHICAL LEADERSHIP AND CORPORATE CITIZENSHIP
The Alviva Holdings Code of Conduct is a set of guidelines that define acceptable behaviour for all employees in the organisation and explains the conduct expected of all employees and other representatives of the Alviva Group. The Code formally communicates the Company’s ethical values to outside stakeholders and details what to expect when doing business with any of the companies in the Alviva Group. As such, all representatives of the Group are required to obey the law, to be fair to all stakeholders, to be honest and ethical, to respect others and to protect the environment. The Code is applicable to all employees of the Alviva Group and is also introduced, together with the whistle-blower hotline, in areas where new acquisitions are made. The Group does not engage in or accept or condone engaging in any illegal acts in the conduct of its business. Alviva has adopted and implemented the recommendations of the King III Report on Corporate Governance 2009 (“King III”), as well as those of the new Companies Act, no 71 of 2008, as amended. The principles of leadership, sustainability and corporate citizenship have become synonymous with Alviva’s philosophy, strategy and overall leadership. The Alviva Audit and Risk Committee regularly monitors Alviva’s levels of compliance to the requirements of the King Code and the Companies Act to address gaps that may exist. Alviva has generally applied the King III principles and has explained gaps where appropriate.
AUDIT AND RISK COMMITTEE
The Audit and Risk Committee has an independent role with accountability to both the Board and shareholders. As such, the Chairman of the Committee reports on the Committee’s activities at each scheduled Board meeting. The Committee operates within defined Terms of Reference. These terms define the composition, purpose and duties of the Committee. The Committee is required to meet no less than twice during a financial year. The members consist of not less than three non-executive directors that were appointed by the Board, as contemplated in the Companies Act, for approval by shareholders at the annual general meeting. The Chief Executive Officer, Chief Operating Officer, Internal Audit and the external auditors are invited to attend. Both the external and internal auditors have unrestricted access to the Committee and meet with its members without management being present.
THE GOVERNANCE OF RISK
The Company’s Enterprise Risk Management methodology is established in all key areas of the business. Inherent risks which could hamper the achievement of both corporate and divisional objectives are identified and documented in the various risk registers. In instances where the residual risk exposure exceeds the risk appetite, suitable action plans are identified to further reduce the risk. The Audit and Risk Committee monitors progress on addressing risk exposures.
The company’s Internal Audit function evaluates the Company’s governance processes, performs an objective assessment of the effectiveness of risk management and the internal control framework, performs an assessment of the adequacy and effectiveness of risk management and the internal control framework and performs an analysis of and evaluates business processes and associated controls. The Terms of Reference and responsibilities of the Internal Audit function are defined in the Internal Audit Charter, which was approved by the Audit and Risk Committee.
WHISTLE BLOWING HOTLINE
The company’s Ethics Line provides for an anonymous facility to report any breaches or potential breaches of the Code of Conduct. The Ethics Line can be contacted here.
CONFLICTS OF INTEREST
The Code of Conduct compels employees to perform their duties conscientiously, honestly and in accordance with the best interests of the Group and all its stakeholders. Employees must not use their positions, or knowledge gained through their employment with the Group, for private or personal advantage, or in such a manner that a conflict or an appearance of conflict arises between the Group’s interest and their personal interests. All employees were and are required to complete and submit a Conflict of Interest Declaration.
The Company supports the principle that employees should be appropriately recognised for their efforts and for exceptional service to customers and other stakeholders. Staff is however suitably remunerated and therefore the company does not encourage the acceptance of gifts. A formal policy gives guidance on the acceptance of gifts and benefits. All benefits need to be declared, with management determining the application of such gifts or benefits.