Compliance with laws, rules, regulations and relevant codes is integral to Remgro’s risk and opportunities management process. The Audit and Risk Committee is responsible to, inter alia, ensure that an appropriate compliance framework is in place, that non-compliance is reported and to review any major breach of relevant legal and regulatory requirements. The Social and Ethics Committee has also been mandated to monitor the effectiveness of compliance management in the Remgro Group.
The Audit and Risk Committee monitors compliance with the Code of Ethics and addresses instances of fraud or irregularities. The Remgro Group has an effective anti-corruption fraud prevention and detection process and ensures compliance and risk mitigation. One immaterial investigation was concluded during the reporting period.
During the year under review, the Board has reviewed and amended Remgro’s Legal Compliance Policy and Framework in light of the principles and recommended practices of King IV. The Board has confirmed that there is sufficient management capacity and controls in place to ensure that all relevant laws and industry practices are complied with. The Legal Compliance Policy and Framework identifies which non-binding rules, codes and standards have been adopted by Remgro.
The administration of Remgro’s legal compliance system is vested in a member of senior management with the appropriate legal qualifications. Members of senior management are informed on a regular basis of all relevant new legislation and amendments.
Compliance controls also vest with senior management, who are required to report to the ROTIG Committee on a regular basis regarding their compliance using a control self-assessment methodology. This process is incorporated into the annual combined assurance plan.
The Company Secretary is responsible for providing guidance to the Board collectively, and to the directors individually, with regards to their duties, responsibilities and powers; making them aware of legislation and regulations relevant to Remgro. The Company Secretary is responsible to ensure the proper administration of Board proceedings and matters in accordance with applicable legislation and procedures.
Legal compliance is a standing agenda item for Board meetings. Feedback on the Remgro Group’s legal and regulatory risks is provided to the Audit and Risk Committee on a regular basis.
The Board oversees that compliance is understood not only for the obligations it creates, but also for the rights and protections it affords, that compliance management is to be understood taking a holistic view of how applicable laws and non-binding rules, codes and standards relate to one another; and that compliance entails continual monitoring of the regulatory environment and appropriate responses to changes and developments.
In 2016, the Board appointed Mrs Mariza Lubbe as an executive director responsible for compliance and corporate social investments. In her duties relating to compliance she monitors Remgro’s responsibilities in terms of the Companies Act, the JSE Listings Requirements and King IV, as well as the proper and lawful implementation of Remgro’s corporate actions.