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| Governance |
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| Committed to King II |
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| OUR COMMITMENT |
| The Sun International group is committed to and endorses the application of the principles recommended in the King II Code of Corporate Practices and Conduct. |
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| 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 Limited (JSE). |
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| 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 value creation, at all times observing the group’s broader obligations to society in terms of environmental, economic and social sustainability, and acknowledges that transformation at all levels as a fundamental business imperative. |
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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. The board strives to provide leadership and vision to the company in a manner that will enhance shareholder value and ensure its long term sustainable development and growth. |
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| Board charter |
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| 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. |
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| Board committees |
| The board is authorised to form committees to assist in the execution of its duties, powers and authorities. The board has three standing committees, namely the audit, remuneration and nomination, and risk committees. |
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| Audit committee |
| Composition: Messrs MP Egan (chairman), DM Nurek, E Oblowitz and GR Rosenthal. |
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| The audit committee is primarily responsible for overseeing the company’s financial reporting process on behalf of the board, and assists the board in discharging its fiduciary duties relating to the safeguarding of assets, the operation of adequate systems, control processes and the preparation of accurate financial reporting and statements in compliance with all applicable legal requirements and accounting standards. |
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| Remuneration and nomination committee |
Composition: Messrs DA Hawton (chairman), L Boyd, PL Campher, MP Egan and
IN Matthews. |
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| Risk committee |
| Composition: The committee is chaired by Mr David Nurek, an independent non-executive director. Also represented on this committee are the chief executive, chief financial officer and group secretary, Messrs DC Coutts-Trotter and RP Becker, and Mrs SA Bailes, and two other independent non-executive directors, Messrs IN Matthews and GR Rosenthal. Dr NN Gwagwa was appointed to the committee on 29 August 2007. The committee is operational in nature, accordingly other members comprise representatives from the group’s management company, SIML. |
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| The risk committee is responsible for monitoring, developing and communicating the processes for managing risks across the group. |
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| Risk management, accountability and audit |
| An enterprise-wide approach to risk management has been adopted by the company, which means that every key risk in each part of the group is included in a structured and systematic process of risk management. All key risks are managed within a unitary framework that is aligned to the company’s corporate governance responsibilities. |
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| The board of directors is responsible for monitoring and reviewing the risk management strategy of the group and remains committed to the group’s process of enterprise risk management. |
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| The key risks that form the focus of this process at a strategic level include: |
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the impact of potential anti-gaming sentiment; |
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risks associated with the potential non-renewal of gaming licences or exclusivity; |
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pressures for empowerment charters within the industry; |
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limited casino growth opportunities in South Africa and market maturity; and |
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the impact of potential increases in gaming taxes. |
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| The board is satisfied with the process of identifying, monitoring and managing significant risks and internal controls and that appropriate systems are in place to manage the identified risks, measure the impact thereof and that these are proactively managed so that the company’s assets and reputation are suitably protected. |
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| Accountability and audit |
| Internal audit |
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| The internal audit department is designed to serve management and the board of directors through independent evaluations and examinations of the group’s activities and resultant business risks, including gaming compliance and compliance with the Responsible Gaming Programme. |
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| The purpose, authority and responsibility of the internal audit department is formally defined in an internal audit charter. |
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| External audit |
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| The external auditors provide the board and the audit committee with their independent observations and suggestions on the group’s internal controls, as well as suggestions for the improvement of the financial reporting and operations of the business. |
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| The external auditors’ audit approach is risk-based, requiring them to continually identify and assess risks throughout the audit processes. |
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| Internal control |
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| The board of directors is responsible for the group’s systems of internal control. |
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| REMUNERATION AND SHARE OPTION AND PLANS REPORT |
| The remuneration policy of the group is structured to attract, retain and incentivise employees, and rewards performance that meets the interests of both the group and its shareholders. |
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| Regulatory environment |
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| HIV/AIDS |
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| Communications |
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| Environmental and occupational health and safety |
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| Code of ethics |
| The group has adopted an internal code of ethics, which commits management and employees to the highest ethical standards of conduct. The code articulates the group’s commitment to its stakeholders, comprising its shareholders, customers, suppliers and the broader community, as well as policies and guidelines regarding the personal conduct of management, officials and other employees. |
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| Employees who are aware of any crime or fraud within the group may contact the Ethics Line on an anonymous basis. A toll-free number is manned by operators employed by an external group, and is available to staff on a 24 hour basis. |
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| View code of ethics in the 2007 annual report |
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