Committee statement the committee is satisfied that it has fulfilled its responsibilities in accordance with its mandate for the 2018 financial year and that the remuneration policy achieved its stated objectives. Corporate governance and king iii sustainability there is increased emphasis on sustainability and its inseparable interface with strategy and control. Ngm, king report on governance for south africa king iv and the uk orporate governance code, the remuneration committee the ommittee has been established by the board of directors the oard of the company to act as the remuneration committee of. The risk committee andor audit committee has assisted the board in carrying out its risk responsibilities. The board of directors may decide the committee to be structured within the body of the corporate governance committee, rather than create a remuneration committee as a separate entity.
Issues and risks, delegating daytoday responsibility to the chief executive remuneration committee. King iv requires an apply and explain approach to disclosure, as opposed to king iii which was apply or explain. Should not chair the remuneration committee, but may be a member of it. Both king iii and king iv recommend that the companys remuneration policy be submitted to shareholders for their approval by vote. Remuneration that is, or is seen to be, unfair, excessive, or irresponsible can result in a decline in stakeholder.
A committee report is included in the annual integrated report. King iii proposes that all other companies provide for the appointment of an audit committee the composition, purpose and duties to be set out in the companys memorandum of incorporation. This report, referred to as king iii, was compiled by the king committee with the help of the king subcommittees. The quorum for decisions of the remuneration committee shall be any two members present throughout the meeting. King iv report on corporate governance for south africa. All entities within the group are required to endorse the spirit and. In this document we take a closer look at recommendations. The existing board charter was amended to align with principles of sound corporate governance, as recommended by king iv. Audit, risk, nomination and remuneration committees should be established. The committee shall arrange for the production of the annual report on remuneration to be included in the directors remuneration report, which should. The quarterly risk management updates provided to the board through the audit and. King iii calls for integrated reporting reporting of financial information with sustainability issues of social, economic and environmental impacts and recommends that the audit committee engage.
The ceo is not a member of the remco but attends its meetings as an invitee. King iv and remuneration disclosure accountancy sa. Should not chair the risk committee but may be a member of it. It requires special focus at the outset when a remuneration policy is developed. This introduces a new standard for the remuneration committee, which is now required to exercise ongoing. The revised code of and report on governance principles for south africa king iii were released on 1 september 2009, with an effective date of 1. King iii practice recommendation par 152 the remuneration committee should scrutinise all benefits including pensions, benefits in kind and other financial arrangements to ensure they are justified, correctly valued and suitably disclosed. The committee considers and recommends remuneration policies for all levels in the company but should be especially concerned with. Three reports were issued in 1994 king i, 2002 king ii, and 2009 king iii and a fourth revision king iv in 2016. Ar r o w h ead p r o per tie s focused on distributable income. The institute of directors in southern africa and the king committee on governance. King iv, however, goes further in that compulsory engagement with the shareholders will be.
The companies act, which is due to become effective in 2010. The king report on corporate governance is a booklet of guidelines for the governance structures and operation of companies in south africa. Director and senior management remuneration and group remuneration structure. The board should ensure that the company has an effective and independent audit committee full refer to principle 3.
Offline access to king iv report easy navigation through king iv report interactive key word search view and download related legislation, guides and codes as well as historical king reports view and download practice notes 2. The board of directors and committees a comparison between. The transition from king iii to king iv details can be found on page 7 and in the board report on page 40. Application of king iii corporate governance principles truwort hs in t erna ti onal i ntegrate re port 2016 2 application of king iii corporate governance principles application of king iii corporate governance principles 2016 this table is a useful reference to each of the king iii principles and how, in broad terms, they have been applied by. Application of king iii corporate governance p2016rinciples. The implications of the king iii code of governance on. King iii remuneration practice note apr 20 pdf 403. At pwc, we believe that free enterprise prospers in an environment of good and balanced corporate governance. The companies act also requires a social and ethics committee and king iii principles. The board of directors and committees a comparison.
Terms of reference the investec dlc remuneration committee. The term fair and responsible pay was introduced in king iii, and gained further prominence in king iv. The committee should play an integral part in succession planning, particularly in respect of the chief executive director and the executive directors. Review of board practices for managing incentives and risks chapter 4. Secretary one of the groups company secretaries or their nominee shall act as secretary of the remuneration committee. As with king i and ii, none of the members received remuneration or. The need for king iii the third report on corporate governance in south africa became necessary because of the new companies act no. Comply or else approach special focus on directors and senior executives but other remuneration policies should also be disclosed main principles.
Selection nomination voting neds sept 2011 pdf 129. In addition, king iii proposes that the board should appoint the audit, risk, remuneration and nomination committees as standing committees. The king iv report is dedicated to all those from the king committee and outside it, even beyond the borders of south africa, who so generously gave of their time and knowledge to contribute to the development of its content. The institute of directors in southern africa iodsa and the king committee released the king iv report on the 1st of november 2016.
King ii 2002 suggested further integration of sustainability into governance and reporting but in 2009, king iii insisted on integrated reporting for companies listed on the jse and, through the jse listing requirements, companies are therefore obliged to produce an integrated report. A growing emphasis on the need for comprehensive reporting. From king iii to king ivtm the sanlam and sanlam life committee charters were updated to incorporate the recommendations of king iv. The role of internal audit is outlined in the audit committee terms of reference.
Managing incentives and risks in five oecd countries chapter 3. Principal board committees governance investor relations. Review of board practices for managing incentives and risks. The board should ensure that the companys ethics are managed effectively full refer to principle 1.
The king committee and its subcommittees being prepared to complete the report, without any remuneration. King iii practice notes institute of directors in southern africa iodsa. As such, it is intended to provide the reader or hisher entity with general information of interest. The formulation and implementation of its remuneration philosophy and policies.
Notice of meetings remuneration committee meetings will be called by the secretary at the request. Application of principles in king iii psg konsult limited psg konsult is committed to the principles of transparency, integrity, fairness and accountability as also advocated in the king code of governance principles king iii. Access to king iv report institute of directors in southern. Shareholders must approve companies remuneration reports at agm reward directors and executives fairly and responsibly. Oversees the implementation of fair remuneration for employees. Analysis of the application of 75 king iii principles naspers.
Should be a member of the nomination committee and may also be its chairman. King iv is effective in respect of financial years commencing on or after 1 april 2017 and replaces king iii in its entirety king ivs boldness is evident in the clear focus on transparency. This means that application of the principles is assumed and that an explanation is disclosed on the practices that have been implemented and how these support achieving the associated governance principle. The committee to consider whether the remuneration report and policy be presented at the agm for approval. The remuneration committee should assist the board in its responsibility for setting and administering remuneration policies in the companys long term interests. The need for king iii the need for king iii should be seen in the context of. Ansie ramalho king iv project lead, institute of directors in southern africa 1 november 2016 gold sponsors df king limited. Standard bank group 2016 application of king iii principles. The board should ensure that there is an effective risk based internal audit. King iii king iv companies act, 2008 chairmans involvement in committees should not be a member of the audit committee. King iv remuneration governance how to achieve greater transparency and accountability a closer look at recommendations for the remuneration policy, approval and disclosures in terms of king iv and practices from an international perspective. King iii practice notes institute of directors in southern. King iv report on corporate governance for south africa a. In light of the above, in order to properly draft the remuneration policy, the board, in conjunction with the remuneration committee and to some extent the social and ethics committee, will need.
The implications of king iii on remuneration practice. Instances where a principle has been partially applied or is. It is issued by the king committee on corporate governance. The board ensures that the company has an effective and independent audit committee. King iii application assessment the following register details each of the 75 principles set out in the king code of governance principles king iii and provides commentary regarding the extent to which each principle has been applied by wilson bayly holmesovcon limited wbho. Remuneration principles in king iii apply or explain vs. Purchase the hardcopy from lexisnexis online store. The board should be responsible for the governance of risk.
1438 907 763 760 1257 662 1191 530 216 734 793 292 1187 160 869 575 1536 1425 749 1428 1471 1599 1389 646 1107 1653 1334 515 272 466 40 931 610 305 777 665 1266 474 1268 1092 67 747 1238