Corporate Governance

Report on Governance, Risk and Compliance

The Board of Directors of Clover Industries Limited acknowledges the need for a board charter as recommended in the Code of Governance Principles for South Africa (“King III”). This Charter is subject to the provisions of the Companies Act no 71 of 2008.

As an iconic brand operating within the branded consumer goods industry, Clover is acutely aware of the importance of its reputation and vigilantly protects this.

Responsibility to ensure good governance

Good corporate governance underpins transparency, fairness, integrity and accountability in Clover’s daily interactions with all stakeholders and the environment. The underlying objective of governance is to counterbalance the interests of investors, consumers, producers, the environment, employees, communities, government and any other groups impacted by Clover's business, safeguarding its sustainability.

Statement of compliance

The Board endorses the King Code of Governance Principles for South Africa 2009 (“King III” or “the Code”) and has satisfied itself that Clover has conformed throughout the reporting period to all the principles of the Code and the Listings Requirements of the JSE with limited exceptions. Where Clover has partially complied or not complied with these provisions, the Group has provided motivations and reasons, as indicated in the King III index on page 57 of this report.

The Internal Auditors conducted an audit review to assess the governance infrastructure and processes that executive management has established. Deloitte found the internal controls over all operations of the corporate governance process and related activities, to be adequate and effective, and further found the governance practices to be mature.

Ethical leadership and corporate citizenship

The Board has adopted a Code of Ethics which is continuously reviewed and updated as required. This Code defines Clover’s main ethical standards of responsibility, integrity, fairness, accountability and respect. These ethical standards also form the basis of the Chief Executive’s Report. The Code contains examples of unethical conduct and disclosure requirements in respect of gifts and outside interests requiring pre-approval. To ensure that Cloverites are consistently aware of the importance of ethical behaviour, ethics awareness sessions are hosted at branch level in an attempt to explain Clover’s Ethics Hotline, when it should be used and how. This code is used as a benchmark against which to manage the business, taking into consideration the social, political and operational environments in which the business conducts itself. As an iconic brand operating within the branded consumer goods industry, Clover is aware of the importance of its reputation and protects this. During the reporting period, no material ethical leadership or corporate citizenship deficiencies were noted. The Board is responsible for Clover’s compliance with the Code of Ethics. It has delegated the responsibility of oversight and monitoring to the Audit and Risk Committee as well as the Social and Ethics Committee, which are both sub-committees of the Board. These committees monitor and measure compliance through various reporting channels, such as:
• its Internal Audit department, outsourced to Deloitte;
• the Ethics Hotline; and
• Clover’s Competition Law Centre of Excellence.

No requests for information in terms of the Promotion of Access to Information Act were received during the reporting period. Clover complied in all material aspects with all relevant legislation and was not subject to any material penalties, fines or criminal procedures