Progressing with integrity
SPOTLIGHT ON CORPORATE GOVERNANCE
AYO embeds the highest standards of governance in its operations, striving to manage its affairs with integrity, honesty and transparency, thus creating long-term value for all its stakeholders. Our aim is to not simply comply with relevant governance guidelines as prescribed in the King IV™ Code, but to be seen as an exemplar corporate citizen implementing best global practices.
AYO has laid a strong foundation for making corporate governance a way of life. The Company has a strong, well-balanced Board incorporating diverse skills and insights, which is knowledgeable, active and independent. Five committees assist the Board in discharging its duties and serve as a mechanism for governance and strategic oversight. A full library of policies, codes and strategic frameworks is developed, regularly updated and implemented to ensure the business is conducted ethically and responsibly.
Integrity is paramount to our business. Our employees’ behaviour is governed by the Group’s Code of Ethical Conduct, which is based on the premise of integrity, responsibility and excellence. A Code of Conduct for Strategic Partners provides the ethical and legal framework for our business relationships and informs the behaviour of all our business units, advisors, partners and any consortium we may operate in.
Our approach to progressing business interests with integrity is based on four pillars, which just like a four-legged table are meticulously balanced for optimal outcomes.
LEADERSHIP ENGAGEMENT
The very leaders of our organisation – our Chairman, Dr Wallace Mgoqi, the Chief Executive Officer, Mr Howard Plaatjes, and the Director of Corporate Affairs, Ms Vanessa Govender, together with the other members of the Board – set up the direction and governance structure of AYO and serve as role models of ethical behaviour for all employees in the Group. The audit and risk committee works closely with the internal audit unit on matters relating to governance and compliance with the head of the unit reporting directly to the committee chair. The close engagement between the Board, the Executive Team, the relevant Board committees and operational units within the organisation serve to promote open communication, transparent practices and adherence to the ethical principles adopted by the Group.
COMPLIANCE STRUCTURE
A full library of no less than 50 documents sets a robust framework for ethical behaviour and good corporate citizenship at AYO. This extensive collection guides decision-making and behaviour of all our employees, executives and directors in areas as diverse as competition law compliance, electronic communications, access to sensitive information and even gift and hospitality acceptance. Policies, developed to encourage and protect whistle blowers or avert insider trading, also form part of the governance compliance framework.
Employees, directors and executives are expected to familiarise themselves with the relevant policies and accept the Code of Ethical Conduct governing the organisation. Board members are required to declare their interests on a regular basis, which promotes transparency and ethical behaviour from the top down.
COMMUNICATION AND TRAINING
The effective implementation of our extensive governance framework is contingent on the effective dissemination of the information to all employees of the Group, as well as regular refresher training and communication. Employees are initially introduced to the full complement of governance documents in their welcoming induction. The information is then kept top-of-mind through regular internal communications both in the form of staff circulars and newsletters and through face-to-face meetings and workshops.
During the reporting period key functional roles within the Company, including Group executives, financial reporting and internal audit team members and the company secretary attended a series of training workshops with the corporate sponsor Vunani, which introduced them to relevant compliance requirements from legislative frameworks such as the Companies Act, the JSE Listing Requirements and the King IV™ Governance Code. It is envisioned that refresher, as well as more detailed training, will continue to be provided to the team in 2021 and beyond.
MEASUREMENT AND REPORTING
To assess the level of awareness, implementation and compliance with our governance framework, a detailed measurement initiative was carried out during the reporting period using the approved King IV™ evaluation tool. This involved self and peer evaluation of Board directors, detailed description of application examples and assessment of compliance against all relevant legislation. The measurement initiative not only identified our best practices and areas of governance that we can improve on, but also resulted in increased awareness of regulations and cross learnings amongst the leadership layers.
In 2020, the Group also published its first stand-alone King IV™ Implementation Report, which is available to all stakeholders from our website and our offices. The report aims to showcase the Group’s stellar corporate governance framework and implementation, in line with our strategic focus area of building brand value and trust, and will be a consistent addition to our reporting suite going forward.
