| 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
extent of the company's compliance with the King II Code
and with the related Listings Requirements of the JSE, is dealt
with under appropriate sections throughout this report.
The board welcomes the introduction of the King Code
of Governance Principles (King III) that will become
effective from 1 March 2010. The group will measure itself against these principles, and existing governance
practices are being reviewed to ensure responsible
qualitative or alternative compliance that is in the group’s
best interests. In its approach, the board will remain
mindful of its responsibility to and of the interdependency
and interaction between the triple ‘Ps’ (People, Planet
and Profits) as the foundation for sustainable value
creation, ensuring an entrepreneurial culture that identifies
and operates within acceptable risk levels at the same
time progressing transformation at all levels. |
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| The company received a merit award in the 2008 (JSE/ICSA) Annual Reports Award
in the MidCap category and 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 remains 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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| Explore board of directors' CVs |
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| View further details on the board of directors in the 2009 annual report |
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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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| Board committees |
The board is authorised to form committees to assist in
the execution of its duties, powers and authorities. With
effect from 1 July 2009, the (combined) remuneration
and nomination committee was split into separate
remuneration and nomination committees. Consequently,
the board now has four standing committees, namely the
nomination, audit, risk and remuneration committees. The
terms of reference, and composition of the committees,
are determined and approved by the board and have
been adopted by all the committees. Terms of reference
are reviewed and amendments approved by the board
on an annual basis. The chairpersons of the committees
report to the board on a quarterly basis in terms of their
committees' respective terms of reference and copies of
all committee minutes are circulated to the full board.
Various other committees are established throughout
the group from time to time to, inter alia, oversee issues of an operational, day-to-day management nature,
including e-business and technology operational activity
and governance. |
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| Nomination committee |
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| Composition: |
| Messrs MV Moosa (chairman), PL Campher and
IN Matthews. |
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As indicated earlier in this report, a separate nomination
committee was established by the board on 1 July 2009.
The committee comprises only non-executive directors,
the majority of whom are independent, and it is a
requirement that the board chairman and the LID should
be members of this committee. As the committee
chairman is not an independent director, the LID assists
in situations where the committee chairman has a conflict
of interest.
The nomination committee is required to review the
composition of the board and board committees and to
make recommendations to the board in this regard,
including the appointment of new executive and non-executive
directors, to ensure consideration is given to
board and committee succession planning, and conduct
regular evaluations of the board and board committees.
With regard to the composition of the board, the nomination committee is required to ensure that its size,
diversity and demographics makes it effective, and that
it is structured to ensure a wide range of skills, views,
knowledge and experience to meet the company's
strategic objectives. |
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| View further details on the nomination committee in the 2009 annual report |
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| Audit committee |
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| Composition: |
| Messrs GR Rosenthal (chairman), MP Egan, DM Nurek
and E Oblowitz. |
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Messrs Rosenthal, Egan, Nurek and Oblowitz served as
members of the audit committee during the financial
year ended 30 June 2009 and have been re-elected by
the board to serve on the committee for the financial
year ending on 30 June 2010, again under the chairmanship of Mr GR Rosenthal. All members of the audit
committee are independent non-executive directors and
are financially literate.
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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| View further details on the audit committee in the 2009 annual report |
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| Risk committee |
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| Composition: |
The committee is chaired by Mr DM 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 three
other non-executive directors, Dr NN Gwagwa, Messrs
IN Matthews and GR Rosenthal, of whom two are
independent.
The committee is operational in nature, accordingly
other members comprise representatives from the
group's management company, SIML, namely Mr
HJ Brand (legal affairs director), Mr J Coetzee (director:
gaming compliance and tables), Mr G Collins (director:
gaming operations), Mr PR Hellings (finance director)
(retired 30 June 2009), Mr TC Kaatze (divisional director:
gaming north), Mr JA Lee (e-business & technology
director and chief information officer), Mr AM Leeming
(corporate finance director) (appointed on 27 August
2009), Ms KH Mazwai (group human resources
director), Mr DR Mokhobo (new business development
director), Mr S Montgomery (development director),
Mr M Naidoo (divisional director: gaming south)
(appointed on 28 May 2009), Mr KRE Peter (divisional
director: resorts) and Mr DS Whitcher (director:
gaming development and slots). |
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The risk committee is responsible for monitoring,
developing and communicating the processes for
managing risks across the group.
The committee assists the board in the discharge of its
duties relating to corporate accountability and associated
risk in terms of management, assurance and reporting.
The board is responsible for monitoring and reviewing
the risk management strategy of the company and the
group, and the committee assists the board in fulfilling
this responsibility.
An independent enterprise risk management specialist
has continued to assist the committee since its inception
in 2002 with the group's risk governance processes in
accordance with the principles of King II and international
best practice. The specialist attends meetings of the
committee by invitation.
The committee has adopted a written mandate and terms
of reference approved by the board, the terms of which
are reviewed annually by the committee and the board.
These were reviewed and amended during the year. |
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| View further details on the risk committee in the 2009 annual report |
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| RISK MANAGEMENT, ACCOUNTABILITY AND AUDIT |
| Risk management |
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| The board has adopted the following risk management policy. Through a process of communication and application
to all business units this policy has been successfully embedded throughout the group. |
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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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pressures for empowerment charters within the
industry; |
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risks associated with the potential non-renewal of
gaming licences or exclusivity; |
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the impact of potential increases in gaming taxes;
and |
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limited casino growth opportunities in South Africa
and market maturity. |
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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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| View further details on risk management, accountability and audit in the 2009 annual report |
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| ACCOUNTABILITY AND AUDIT |
| Internal audit |
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
Gambling Programme.
The purpose, authority and responsibility of the internal
audit department is formally defined in an internal audit
charter. |
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| External audit |
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.
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 |
| The board of directors is responsible for the group's
systems of internal control. |
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| View further details on accountability and audit in the 2009 annual report |
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| REGULATORY ENVIRONMENT |
| The gaming industry in which the group operates is
highly regulated and is subject to significant probity
and outside regulatory monitoring both locally and
internationally. This requires the group, its major
shareholders, directors, senior management and key
employees to observe and uphold the highest levels of
corporate governance. |
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| HIV/AIDS |
| The group has a comprehensive programme aimed at
educating staff (and communities) on the risks related
to HIV/AIDS and to assist in reducing the incidence
thereof. Full details of the programme and progress
made by the group in this regard appears in the separate
sustainability report. |
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| COMMUNICATIONS |
| The board strives to provide its stakeholders, including
shareholders, employees, government, regulatory bodies,
industry analysts, prospective investors and the media
with relevant and accurate information, promptly
and transparently. In this connection, the regulatory
requirements regarding the dissemination of information
are strictly observed. |
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| ENVIRONMENTAL AND OCCUPATIONAL
HEALTH AND SAFETY |
The board is responsible for compliance with the
occupational health and safety regulations and environmental health standards.
Compliance with the occupational health and safety
requirements is monitored by the internal audit department. The policies adopted by the group with regard to
health, safety and environmental management are set
out in the separate sustainability report. |
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| CODE OF ETHICS |
The group code of ethics 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. View the code
of ethics.
Whistle blowing and fraud response policies are encapsulated in clear guidelines which have been disseminated
throughout the group. These are intended to provide an
infrastructure and mechanism for protected disclosure
to executive management for investigation, action and
mitigation of criminal, legal, health and safety, environmental, discriminatory, and other improprieties by
colleagues, other stakeholders or employers, as well
as fraud and misconduct, without fear of occupational
detriment.
Employees who are aware of any crime or fraud within
the group may also 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. |
