CORPORATE
GOVERNANCE REPORT |
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| OUR COMMITMENT |
The Sun International group remains committed to and endorses
the application of the principles recommended in the King II
Code of Corporate Practices and Conduct.
The board is satisfied that the company is compliant with the
Code in most material respects and with the related Listings
Requirements of the JSE, the extent of which is dealt with under
appropriate sections throughout this report.
The board remains mindful of the need to achieve a balance
between conformance and performance, leadership and control,
thereby fostering an entrepreneurial culture within acceptable
risk levels, aimed at promoting long-term value creation, at all
times observing the group’s broader obligations to society in
terms of environmental, economic and social sustainability,
with transformation at all levels remaining a fundamental
business imperative. |
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| The group’s commitment to these principles is evidenced by, inter alia, the following achievements
during the year in terms of which the company: |
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was again selected as one of South Africa’s Top 100 companies of 2007 in the Sunday Times/Business
Times survey; |
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was ranked number 12 in the Financial Mail Top Companies 2008 report; |
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was ranked 1st in the gaming and leisure sector in the Top 500 South Africa’s best companies; |
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was the winner of the 2007 (JSE/ICSA) Annual Reports Award in the MidCap category; |
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continued to be ranked highly amongst the JSE listed companies in the Financial Mail top empowerment
survey by EmpowerDex. |
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| BOARD OF DIRECTORS |
| The board is the focal point of the company’s corporate
governance system and is ultimately accountable and responsible
for the key governance processes and the performance and
affairs of the company. |
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| Board charter |
| The board adopted a charter in 2002 which regulates how
business is to be conducted by the board in accordance with the
principles of good corporate governance. The charter is reviewed
and updated, where necessary, by the board on an annual basis.
Compliance with the terms of the charter and the company’s
memorandum and articles of association form an integral part
of each director’s conditions of appointment. |
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| The charter regulates and deals with, inter alia: |
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board leadership, and defines the separate responsibilities of
the chairman and the chief executive; |
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board composition, procedures, pre-requisites and competencies
for membership, size and composition of the board, period
of office, reward, induction and succession planning; |
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the role and responsibilities of the board, which includes the
adoption of strategic plans, the monitoring of management’s
implementation of board plans and strategies, the delegation
of powers and duties to management and the determination
of policy processes to ensure the integrity of management
and internal controls; |
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board governance processes, including board procedures and
matters requiring annual and regular review; |
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board committees, including delegation of authority (but not
responsibility) and the requirements for transparency and full
disclosure by the committees; |
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matters specifically reserved for the board of a financial,
administrative and manpower nature; |
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identification of major risks and the process of risk
management and effectiveness of the process; |
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procedures for board meetings, frequency, quorum, agendas,
board papers, conflicts of interest and minutes; |
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share dealings; |
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board, committee and individual evaluations and performance;
and |
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the role and responsibility of the company secretary. |
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| The charter stipulates that the operation of the board and the
executive responsibility for the running of the company’s business
should be two key and separate tasks and that there should be a clear division of responsibilities at the head of the company to
ensure a balance of power and authority, ensuring that no
individual or block of individuals has unfettered powers of
decision making or can dominate the board’s decision taking. |
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| Board chairman |
| The board is chaired by Mr Buddy Hawton, an independent nonexecutive
director. The chairman of the board is responsible, inter
alia, for ensuring the integrity and effectiveness of the board’s
governance processes, and in terms of the articles of association,
is subject to annual election from amongst its members.
Mr Hawton has, following the recommendation of the
remuneration and nomination committee after an informal
evaluation of his performance, been re-elected chairman of the
board in respect of the financial year ending 30 June 2009. |
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| Board composition |
Sun International has a unitary board structure comprising a
mix of executive and non-executive directors. Procedures for
appointment to the board are formal and transparent and a
matter for the board as a whole. The board is assisted in this
process by the remuneration and nomination committee. In
making their recommendations, the remuneration and nomination
committee applies the pre-requisites for board membership as
set out in the board charter.
The board presently comprises two executive and ten nonexecutive
directors, of whom seven are considered independent
in terms of the definitions contained in the Code. The non-executive
directors have the necessary skills and experience, as is
evidenced from their CVs, to provide
judgement independent of management on material board
issues. The composition of the board and changes in the directorate during
the financial year and to the date of this report. |
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| Chief executive and delegation of authority |
The board’s governance and management functions are linked
through the chief executive, who is tasked with the running of
the business and the implementation of the policies and
strategies adopted by the board. All board authority conferred on
management is delegated through the chief executive and the
accountability of management is considered to be the authority
and the accountability of the chief executive. Appropriate and
uniform controls and processes are in place within the company
and the group and are communicated to management to
ensure the monitoring of the application of levels of authority
throughout the group particularly in the areas of capital
expenditure, contracts, procurement and human resources.
Board authority is delegated by way of written board resolutions.
Levels of authority and materiality have been established and are
reviewed annually by the board and the remuneration and
nomination committee.
The executive directors are individually mandated and held
accountable for: |
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the implementation of the strategies and key policies
determined by the board; |
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managing and monitoring the business and affairs of
the company in accordance with approved business plans
and budgets; |
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prioritising the allocation of capital and other resources; and |
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establishing best management and operating practices. |
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