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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

Governance, risk and compliance, and remuneration reports

  • 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

KING III INDEX

ETHICAL LEADERSHIP AND CORPORATE CITIZENSHIP

Apply
Under review/Do not apply
Effective leadership based on an ethical foundation 
Responsible corporate citizen 
Effective management of Clover's ethics  

BOARDS AND DIRECTORS

The Board should act as the focal point for and custodian of corporate governance 
The Board should appreciate that strategy, risk, performance and sustainability are inseparable 
The Board should provide effective leadership based on an ethical foundation 
The Board should ensure that the company is and is seen to be a responsible corporate citizen 
The Board should ensure that the company's ethics are managed effectively 
The Board should ensure that the company has an effective and Independent Audit Committee 
The Board should be responsible for the governance of risk 
The Board should be responsible for information technology (IT) governance 
The Board should ensure that the company complies with applicable laws and considers adherence to non-binding rules, codes and standards 
The Board should ensure that there is an effective risk-based internal audit 
The Board should appreciate that stakeholders' perceptions affect the company's reputation 
The Board should ensure the integrity of the company's Integrated report 
The Board should report on the effectiveness of the company's system of internal controls 
The Board and its directors should act in the best interests of the company 
The Board should consider business rescue proceedings or other turnaround mechanisms as soon as the company is financially distressed as defined in the Act 
The Board should elect a chairman of the Board who is an independent non-executive director. The CEO of the company should not also fulfil the role of chairman of the Board 
The Board should appoint the chief executive officer and establish a framework for the delegation of authority 
The Board should comprise a balance of power, with a majority of non-executive directors. The majority of non-executive directors should be independent 
Directors should be appointed through a formal process 
The induction of and ongoing training and development of directors should be conducted through formal processes 
The Board should be assisted by a competent, suitably qualified and experienced Company Secretary 
The evaluation of the Board, its Committees and the individual directors should be performed every year 
The Board should delegate certain functions to well-structured Committees but without abdicating its own responsibilities 
A governance framework should be agreed between the group and its subsidiary Boards 
Companies should remunerate directors and executives fairly and responsibly 
Companies should disclose the remuneration of each individual director and prescribed officer 
Shareholders should approve the company's remuneration policy 

AUDIT COMMITTEE

The Board should ensure that the company has an effective and Independent Audit Committee 
Audit Committee members should be suitably skilled and experienced independent non-executive directors 
The Audit Committee should be chaired by an independent non-executive director 
The Audit Committee should oversee integrated reporting 
The Audit Committee should ensure that a combined assurance model is applied to provide a coordinated approach to all assurance activities 
The Audit Committee should satisfy itself of the expertise, resources and experience of the company's finance function 
The Audit Committee should be responsible for overseeing of internal audit 
The Audit Committee should be an integral component of the risk management process 
The Audit Committee is responsible for recommending the appointment of the external auditor and overseeing the external audit process 
The Audit Committee should report to the Board and shareholders on how it has discharged its duties 

THE GOVERNANCE OF RISK

The Board should be responsible for the governance of risk 
The Board should determine the levels of risk tolerance 
The Risk Committee or Audit Committee should assist the Board in carrying out its risk responsibilities 
The Board should delegate to management the responsibility to design, implement and monitor the risk management plan 
The Board should ensure that risk assessments are performed on a continual basis 
The Board should ensure that frameworks and methodologies are implemented to increase the probability of anticipating unpredictable risks 
The Board should ensure that management considers and implements appropriate risk responses 
The Board should ensure continual risk monitoring by management 
The Board should receive assurance regarding the effectiveness of the risk management process 
The Board should ensure that there are processes in place enabling complete, timely, relevant, accurate and accessible risk disclosure to stakeholders 

THE GOVERNANCE OF INFORMATION TECHNOLOGY

The Board should be responsible for information technology (IT) governance 
IT should be aligned with the performance and sustainability objectives of the company 
The Board should delegate to management the responsibility for the implementation of an IT Governance Framework 
The Board should monitor and evaluate significant IT investments and expenditure 
IT should form an integral part of the company's risk management 
The Board should ensure that information assets are managed effectively 
A Risk Committee and Audit Committee should assist the Board in carrying out its IT responsibilities 

COMPLIANCE WITH LAWS, CODES, RULES AND STANDARDS

The Board should ensure that the company complies with applicable laws and considers adherence to non-binding rules, codes and standards 
The Board and each individual director should have a working understanding of the effect of the applicable laws, rules, codes and standards on the company and its business 
Compliance risk should form an integral part of the company's risk management process 
The Board should delegate to management the implementation of an effective compliance framework and processes 

INTERNAL AUDIT

The Board should ensure that there is an effective risk based internal audit 
Internal audit should follow a risk based approach to its plan 
Internal audit should provide a written assessment of the effectiveness of the company's system of internal controls and risk management 
The Audit Committee should be responsible for overseeing internal audit 
Internal audit should be strategically positioned to achieve its objective 

GOVERNING STAKEHOLDER RELATIONSHIPS

The Board should appreciate that stakeholders' perceptions affect a company's reputation 
The Board should delegate to management to proactively deal with stakeholder relationships 
The Board should strive to achieve the appropriate balance between its various stakeholder groupings, in the best interests of the company 
Companies should ensure the equitable treatment of stakeholders 
Transparent and effective communication with stakeholders is essential for building and maintaining their trust and confidence 
The Board should ensure that disputes are resolved as effectively, efficiently and expeditiously as possible 

INTEGRATED REPORTING AND DISCLOSURE

The Board should ensure the integrity of the company's Integrated report 
Sustainability reporting and disclosure should be integrated with the company's financial reporting 
Sustainability reporting and disclosure should be independently assured 

 

Exceptions

① The Chairman of the Board, WI Büchner, is a Non-Executive Director who is not independent insofar as he is a milk producer and supplier of raw milk to the Group. In the opinion of the Board, it is in the interests of the Group to maintain a close relationship with its raw milk suppliers and his appointment serves the long-term interests of the Group. As recommended by the Code, Mr TA Wixley acted as the Lead Independent Director to fulfil the functions of the Chairman whenever a conflict arises and in the other circumstances envisaged in the Code. Upon retirement of Mr TA Wixley, Dr S Booysen will take up the role as Lead Independent Director as from 28 November 2016. The role of Chairman and Chief Executive vest in two separate individuals as required by the Code.

② Until the Group's sustainability reporting systems have matured sufficiently, it is the opinion of the Board that no purpose will be served by having its Report on Six Capitals fully independently assured. Partial combined assurance has been obtained, refer here.

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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