Sefalana has always been proud of its strong governance culture and for being the first publicly listed company in Botswana. This culture has assisted us in positively contributing to the country’s growth, as the economy largely depends on the drive and efficiency of its larger organisations.
The essence of any system of corporate governance is to freely drive a company forward whilst exercising that freedom within the framework of accountability and transparency. The Board is committed to high standards of Corporate Governance, which it considers critical to business integrity, and as such has adopted the concepts of ethical leadership, sustainable development, integrated reporting, corporate citizenship and stakeholder inclusivity as stipulated in the King IV report on Corporate Governance for South Africa 2016 (King IV). Sefalana’s governance philosophy is outcome based and seeks to achieve the following benefits;
1. Ethical Culture;
2. Effective Control;
3. Good Performance; and
4. Legitimacy
Sefalana strives to align itself to good corporate governance with reference to King IV that builds on the same foundations as King III but raises the importance of ethical and effective leadership with an objective of achieving an ethical culture, better performance, effective control and legitimacy. The Company has applied the guidelines as entrenched in the Botswana Stock Exchange (“BSE”) listing rules.
The Group also, on an on-going basis, looks at other regions to determine best practice in Governance, to guide and improve the way in which it operates. For the last three years, an additional reference point used was the UK Corporate Governance Code which is discussed later in this report. The Board is therefore very much committed to the highest standards of business integrity, ethical values and governance at all times. This we believe differentiates us in our market.
The Board has in place a Board Charter to clarify roles of the Board and to enhance its decision-making processes. The purpose of the Board Charter is to clearly outline the structure of the Board and to define its role, focusing on strategic leadership, performance management, investor relations, risk management and governance. The Board Charter also outlines fiduciary duties of Directors according to Section 130 of the Companies Act and as recommended by King IV. The Board reviews the Charter annually to ensure that it is in line with recent changes in the law and standards of governance practice. No significant changes were made to the Charter during the reporting period.
The Board meets once every quarter and holds additional meetings as may be required from time to time. Considerable planning goes into setting the agendas for the Board and sub - committee meetings. The Board has an annual work plan which is agreed with Executive management. This is to ensure that duties as set out in the respective Charters are carried out effectively, and that the Board and its committees are focused on relevant matters.
The Board's ultimate responsibility is for the supervision of the Group’s activities. It has the following principal duties:
- Formulating and monitoring implementation of the Group's long term business strategy;
- Identification of key risks that threaten the Group’s ability to achieve its strategy;
- Approval of the Group's investment plans, budgets and forecasts;
- Review of reports submitted to the Board for approval;
- Review of the business operations of the Group;
- Establishing sound accounting and financial control principles, as well as principles of financial planning;
- Ensuring compliance with legal and ethical standards;
- Ensuring that the Managing Director and other members of the Senior Management team are competent, and that an effective succession strategy and plan is adopted for the Group's senior executive positions; and
- Review of Board sub- committees for purposes of delegation of power and duties in order to enhance the overall effectiveness of the Board
The Board uses the Annual General Meeting and Special General Meetings to communicate with Shareholders and potential investors and encourage their participation. Frequent announcements through the press and mailing of information for the attention of Shareholders are practiced wherever required. The Company circulates with every Notice of General Meetings a summary of the procedures governing voting at General Meetings.
