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In the Spotlight (2016 Highlights) Clover's vision and mission Clover at a glance Geographic footprint Group structure Our shareholders and shareholder Directorate
Introduction Chairman's report Chief Executive's report Chief Financial Officer's report Six year financial review Financial highlights
Overview of Clover's value creation Clover's business model CLOVER'S WAY FORWARD Way better value creation Clover's Timeline Clover's future value creation philosophy Strategy
Report on governance, risk and compliance Clover's risk universe King III Index Report of the Remuneration Committee Remuneration policy Remuneration mix Approach to executive remuneration Approach to non-executive director's remuneration Legacy scheme SARs issues
Six capital report Human capital Natural capital Manufactured capital Intellectual capital Social and relationship capital Financial capital Combined Assurance
Audit and risk committee report Approval of the financial statement Certificate by Company Secretary Independent Auditor's report Directors' report Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Notes 1 - 10 Notes 11 - 20 Notes 21 - 30 Notes 31 - 34 Abbreviations Definitions
  • Clover's better way story and the shape of clover
  • Business review
  • How clover creates value
  • Governance, risk and compliance, and remuneration reports
  • Ethical operations – reporting on the 6 capitals
  • Annual financial statements
  •   BACK
  • In the Spotlight (2016 Highlights)
  • Clover's vision and mission
  • Clover at a glance
  • Geographic footprint
  • Group structure
  • Our shareholders and shareholder
  • Directorate
  •   BACK
  • Introduction
  • Chairman's report
  • Chief Executive's report
  • Chief Financial Officer's report
  • Six year financial review
  • Financial highlights
  •   BACK
  • Overview of Clover's value creation
  • Clover's business model
  • CLOVER'S WAY FORWARD
  • Way better value creation
  • Clover's Timeline
  • Clover's future value creation philosophy
  • Strategy
  •   BACK
  • Report on governance, risk and compliance
  • Clover's risk universe
  • King III Index
  • Report of the Remuneration Committee
  • Remuneration policy
  • Remuneration mix
  • Approach to executive remuneration
  • Approach to non-executive director's remuneration
  • Legacy scheme SARs issues
  •   BACK
  • Six capital report
  • Human capital
  • Natural capital
  • Manufactured capital
  • Intellectual capital
  • Social and relationship capital
  • Financial capital
  • Combined Assurance
  •   BACK
  • Audit and risk committee report
  • Approval of the financial statement
  • Certificate by Company Secretary
  • Independent Auditor's report
  • Directors' report
  • Consolidated statement of comprehensive income
  • Consolidated statement of financial position
  • Consolidated statement of changes in equity
  • Consolidated statement of cash flows
  • Notes to the consolidated financial statements
  • Notes 1 - 10
  • Notes 11 - 20
  • Notes 21 - 30
  • Notes 31 - 34
  • Abbreviations
  • Definitions

Ethical operations – reporting on the 6 capitals

  • Six capital report
  • Human capital
  • Natural capital
  • Manufactured capital
  • Intellectual capital
  • Social and relationship capital
  • Financial capital
  • Combined Assurance

Financial capital

Stakeholder Group  How we engage with our stakeholders  Their contribution to value creation  What our stakeholders expect from us  What is key for our stakeholders  Method of governance 
Communities, traditional and civic society  Direct interaction through various corporate social investment initiatives and environmental campaigns in various communities  Participation with the community affords Clover the opportunity to understand their needs and to further align our business in a way that improves the lives of our communities at large  Ongoing commitment to our core strategic social investment initiatives adding to the wellbeing of the community 
  • consideration of community interests
  • corporate social investment and donations
  • preferential procurement policy
  • Clover Mama Afrika
 
Corporate Governance policies 
Consumers  Promotions and community-based initiatives, social media, Clover consumer centre, Consumer Goods Council  Loyal consumers continued support of their most admired brands and trusted products  Providing high quality and trusted products of their most admired brands in fulfilling consumers' needs 
  • research in gaining consumer insights in product categories
  • regular communication on all core brands via social media
  • effective consumer centre dealing with complaints and enquiries
  • GDA table (Guideline daily amount) informs consumers of nutritional values in Clover products
  • cost competitiveness of products
  • food safety standards
  • developing products seen as healthy alternatives
Social media policy, Consumer crises policy, Competition Law policy, Product quality assurance programmes 

Customers/ trade 
Meetings, conferences and workshops, CSC taking orders from trade  Extensive retailer footprint providing the basis for continued growth. Clover's brand expansion through retail expansion into Africa  Providing good quality products at competitive prices 
  • quality of products
  • effective product stewardship
  • effective merchandising services
  • valued partnerships to drive efficiency and continued future growth
  • promotional activities
  • trading terms
  • category expansion
  • cost efficiencies
  • ensuring optimum stock levels at retail outlets
Service level agreements 
Employees/ Management  Intranet, CE briefs, management and general staff briefings, Corporate bi-monthly newsletter (In Clover), workshops and conferences, training programmes, notice boards, intranet communication and performance reviews  Employees acting in accordance with Clover's values of respect, integrity, fairness and responsibility form the foundation of our business. By providing timely business information and strategic information, Clover can put its strategy into action  A stimulating and gratifying work environment, while offering prospects to meet career growth aspirations 
  • Health and safety
  • Ongoing training and development
  • Open communication between employees and managers
  • Transformation in line with EE Plan
  • Access to HIV counselling and employee wellness programmes.
 
SHE Policy, EE Plan Employment policy 
Government and regulating authorities  Personal meetings, written and verbal communication, through business organisations, Parliamentary portfolio committees  Government gives us our licence to operate and provides the enabling regulatory framework  Continued contribution to the economic growth and social upliftment of the communities in which we operate. Exercise good corporate governance practices while ensuring compliance with all applicable legislation 
  • Increased contribution to the South African economy, including job creation and youth development
  • Good corporate citizenship
  • Timeous payment of taxes
  • Empowerment, transformation and adherence to the revised BEE Codes
  • Reduction of energy and water consumption
  • Disclosure and management of carbon emissions
  • Provide input on policy changes in the agricultural sector and food security.
Public participation 

Insurers 
Meetings and site surveys  Ensure Clover has insurance cover for potential loss events that would be material  Open and transparent communication enabling insurers to assess risk appropriately 
  • Proactively ensure that sites conform to legislative requirements and best practice fire safety requirements.
Media  Media statements and briefings, Social media pages and site visits  The media contributes in sustaining our brand reputation and increase awareness on new products, community development programmes and changes in our business strategy  Good Corporate Citizenship 
  • Transparent and responsible reporting
  • Non-compliance to legislation.
 
Protocol to respond to media set in social media policy 

Milk producers 
Circulars, regional individual and group meetings with producers, media and the Clover producer forums  Clover's milk producers provide good quality raw milk used in manufacturing of our dairy products  A stable market for milk produced for delivery to Clover 
  • Large fluctuations in milk prices
  • Increases in farm overhead costs
  • Land reform.
 
Producer agreements 

Principals 
Contract and service level agreements, meetings, transactional information integrated via respective ERP systems  Participation in growing the footprint of retailers while achieving economies of scale and reducing costs in the supply chain  Timely delivery of ordered product with professional in store merchandising 
  • Clover not meeting the agreed upon service levels in distribution and merchandising activities
 
Service level agreements 
Refer to Report on Governance, Risk and Compliance where this has been addressed.

Shareholders, investors and analysts 
Investor presentations and road shows, circulars to shareholders, Integrated Annual Report, Annual General Meeting, Press releases, announcements and notifications through SENS, Clover website and site visits  Investors provide the financial capital necessary to sustain growth. Shareholders are encouraged to attend Clover's AGM to vote on resolutions and to discuss relevant issues with the directors and management  Providing sustained returns on investment by achieving business objectives through delivery on embedded strategy, sound risk management identifying strategic growth opportunities and good governance practice 
  • Delivering consistently superior financial results for sustainable growth
  • Leadership and strategic direction
  • Seizing strategic opportunities
  • Policies and procedures ensuring governance i.e. ERM Policy
  • Corporate governance and ethics
  • Progress with project pipeline and future
  • Growth projects
  • Capital expenditure for current and future periods
  • Effective risk management process
  • Stable IT systems.
Price sensitive information policy, Insider trading policy, ERM policy, Governance policy and Code of Ethics 

Suppliers and service provider 
Supplier meetings, site visits, performance evaluation and audits, business association meetings  Our suppliers provide us with good quality raw materials and services that enable us to produce quality products for our consumers  Conducting business in a transparent manner that is mutually beneficial and sustainable 
  • long-term security of supply
  • effectiveness of planned procure-to-pay process
  • preferential procurement
  • efficiency with imports.
Procurement policies 

Trade unions 
Regular meetings with trade unions and collective bargaining forums  To engage organised labour in a positive manner on matters affecting their members as well as other matters of mutual interest  Positive work relationships in dealing with matters sensibly during negotiation processes 
  • Provision of competitive remuneration packages and safe working conditions
 
Collective bargaining agreements 

Compliance with consumer relationship legislation

Regulation 43(5)(a)(iv) of the Companies Act (Act No 71 of 2008) requires companies to monitor their consumer relationship activities. These activities include Clover's advertising, public relations and compliance with consumer protection laws.

We manage our consumer relations through the Clover Consumer Centre (CCC), which deals with complaints and enquiries. Clover deploys expert consultants to manage queries and protect our brands, while ensuring compliance with the Consumer Protection Act.

During the year under review, Clover received 8 792 complaints of which 1 390 were accepted and 7 402 were rejected due consumers being at fault in handling products or products being mishandled at distribution or store level. This is a 11,7% decrease from the previous reporting period.

Type of call  Description 
Priority 1  Critical calls
Complaint which can:
  • damage the image of Clover or the Clover brand name
  • threaten the health or safety of the consumer and/or Clover personnel
  • hold a contamination threat to the environment
  • result in a consumer suffering damages as a result of a Clover product
  • possibly result in negative publication in the media
  • possibly result in legal action against Clover
  • possibly result in the consumer referring the matter to the Consumer Council.
Priority 2  Client requests feedback in writing The complaint receives urgent attention and the consumer is kept informed by the head of the Consumer Centre until such time as the investigation is completed and complies with the requirements of the consumer. 
Priority 3  Client wants to speak with manager Complaints, which are not satisfactorily dealt with by the consultant and where the consumer insists on communicating with the head of the Consumer Centre, the complaint must be escalated for attention. 
Priority 4  Completed by consultants Complaints are attended to by the consultant with the information at hand and no further escalation of the complaint/incident is necessary. 

Public and Investor relations

Clover's Corporate Services department is responsible for public relations. No Clover employee may comment or conduct any interviews with the media on behalf of Clover without the express permission of Marcelo Palmeiro, who is assisted by Company Secretary Jacques van Heerden and Prof Elain Vlok (Manager: Corporate Services) when required. With regards to Investor Relations, this function is delegated to Johann Vorster (Chief Executive), Elton Bosch (Chief Financial Officer) and Jacques van Heerden (Company Secretary), who are responsible for all investor communications. They are assisted by an independent and professional agency.

Compliance with Consumer Protection Laws

Clover has taken proactive steps to be fully prepared for the application of the Consumer Protection Act (CPA). High-level induction programmes to key Clover individuals regarding the potential effect of the application of the CPA are ongoing. The process of establishing a CPA Centre of Excellence, which will enable Clover to maintain its commitment towards compliance with laws and regulations, is underway. The marketing department provides the Social and Ethics Committee with regular reports on its activities, enabling the Social and Ethics Committee to monitor compliance with the CPA. Furthermore, logs are maintained for any promotional and trade coupon promotions in line with the CPA. The Company Secretary together with the Group Manager of Product Innovation and Technology are responsible for the annual review of the company's compliance with regards to the following acts:

  • the Consumer Protection Act
  • Food stuff, Cosmetics and Disinfectants Act
  • other labelling legislation
  • various other acts that impact our stakeholders.

Please refer to the Report on Governance, Risk and Compliance where this has been discussed in detail here.

Financial capital

For information on the financial capital, refer to the Chief Financial Officer's report here and the Annual Financial Statements that follow.

Combined assurance

Although King III requires that sustainability reporting be independently assured, Clover has obtained partial assurance over the six capitals to the extent disclosed in the combined assurance framework in the table on the right. Clover intends enhancing our qualitative and quantitative information as systems are progressively bedded down. All material risks considering the sustainability of Clover's business model and in complying with Regulation 43 of the Companies Act, as well as King III, are incorporated into Clover's risk universe. These are monitored under Clover's risk management process as described more comprehensively in the Governance section.

Furthermore, legal compliance with Regulation 43 of the Act is described fully under the Six Capitals report, while compliance with Clover's regulatory universe is described under Compliance in the Governance section. All legal compliance falls under the supervision of the Company Secretary who ensures that the full regulatory universe is monitored. During the year under review, the Social and Ethics Committee monitored and addressed all lines of defence as depicted on the table here. In the opinion of the Social and Ethics Committee, based on the information provided to it, the statements made in our report, fairly reflect Clover's standing.

Report of the social and ethics committee

The Social and Ethics Committee (“Committee”) is a committee of the Board of Clover. Its membership and functions are set out in the report of Governance Risk and Compliance here. As required by the Companies Act of 2008, the Committee has reviewed the information reported by management in the Report on the Six Capitals. In the opinion of the Committee the report fairly sets out Clover's standing in terms of the matters specified in regulation 43 to the Companies Act 2008 in respect of the year ended 30 June 2016 and will be presented to shareholders at the forthcoming Annual General Meeting.

Ms Neo Mokhesi
Chairperson: Social and Ethics Committee

12 September 2016

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downloads
Integrated Report
Annual Financial Statements
PRODUCT GALLERY
AGM

Date: Monday, 28 November 2016 at 10am
Venue: Clover Headquarters
 Notice to AGM
  Proxy

CONTACT

Head Office
200 Constantia Drive, Constantia Kloof,
1709, Johannesburg
Tel: +27 (0)11 471 1400

downloads
Integrated Report
Annual Financial Statements
PRODUCT GALLERY
AGM

Date: Monday, 28 November 2016 at 10am
Venue: Clover Headquarters
 Notice to AGM
  Proxy

CONTACT

Head Office
200 Constantia Drive, Constantia Kloof,
1709, Johannesburg
Tel: +27 (0)11 471 1400

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Disclaimer
 
Copyright Clover Limited 2016
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Disclaimer   Copyright Clover Limited 2016