STATEMENT OF COMPLIANCE AND COMMITMENT

The Board is committed to the highest standards of ethics, governance and business integrity and has adopted an integrated approach to managing the Group. This ensures that the governance structure actively identifies, communicates on and responds to material matters that impact on the Group’s capacity to create value. The Board believes that it has addressed all material matters appropriately and that it fairly represents the integrated performance of the Group. The Board continuously reviews the Group’s governance structures and processes to incorporate and accommodate new corporate developments, to facilitate effective leadership, to provide sustainable corporate citizenship in support of the Group’s strategy, and to reflect national and international corporate governance standards, developments and best practices.

APPLICATION OF AND APPROACH TO KING IV™

In supporting King IV™, the Board is the custodian of corporate governance for the Company and ensures that directors:

• lead ethically and effectively;

• support an ethical culture;

• set the strategic direction for the Group for the year ahead;

• approve policies and planning; and

• administer and monitor the Group’s risk and opportunities, strategy, business model, performance and sustainable   development.

AEEI has applied all the principles of King IV™. A statement of AEEI’s application of the principles of King IV™ is available on https://aeei.co.za/about-us/corporate-governance/king-iv-on-corporate-governance-report/

RISKS RELATED TO OUR ACTIVITIES

The Board has delegated the management of risk to the audit and risk committee and is committed to effective risk management in pursuit of the Group’s strategic objectives with the aim of growing shareholder value sustainably. In our material matters, our key risks and opportunities represent the issues that have the most impact on our ability to create sustainable value for our stakeholders. As new trends and developments shape the macro-economic environment, our themes have remained consistent over the past few years and have been amended to reflect the impact of COVID-19 where relevant.

A key component of the audit and risk committee was to review the top material risks that the Group faces in order to respond to new and emerging risks and to ensure alignment with regulatory changes as well as best practice. In doing so, the committee took stakeholder needs into account, including corporate governance principles, risk trends, global trends and external dynamics.

The Group’s risk management approach continues to evolve and we continue to define risks as events that may impact our ability to deliver sustained value creation for our stakeholders. Our value creation strategy depends on management being able to leverage opportunities and the associated risks without jeopardising the direct interests of our stakeholders. With our sound management of risk, we are able to anticipate and respond to operating changes as well as make decisions under conditions of uncertainty.

Our risk management process is designed to proactively and effectively assess, identify, quantify and mitigate events, by providing us with reasonable assurance that our strategic objectives will be achieved through both the potential positive and negative effects of the risk.

*Refer to the governance of risk management section of the online corporate governance report for further information on the above risks.

WHO GOVERNS US

Valentine Dzvova

Chief executive officer

During the year under review, Valentine took over from Khalid Abdulla and was responsible for leading the implementation and execution of the approved strategy, policy and operational planning. She served as the chief link between management and the Board and is accountable to the Board.

Valentine is responsible for aiding the achievement of performance goals, objectives and targets as well as maintaining an effective management team and management structure. She continued with the implementation of the Group’s Vision 2020 Vision strategy as approved by the Board. She reviewed the annual business plans and budgets that support the Company’s long-term view and made recommendations thereon. Valentine ensured that the appropriate policies were formulated and implemented to guide activities across the Group and ensured that effective internal organisation and governance measures were deployed. She also steered the Company to respond adequately to the challenges posed by COVID-19.

A succession plan is in place for the CEO in the event of unplanned leave or planned resignation.

Jowayne van Wyk

Chief financial officer

During the year under review, Jowayne took over from Chantelle Ah Sing. He assisted the Board to protect and manage the Company’s financial position with the assistance of the audit and risk committee. He supervised and reviewed the financial statements to ensure they are fairly presented and contain the requisite disclosures. Jowayne plays the overseer role to ensure the appropriate internal controls and regulatory compliance policies and processes are in place and that non-financial aspects relevant to the business of the Company were identified.

The audit and risk committee confirmed that the Company has, with consideration to all entities included in the consolidated Group IFRS financial statements, established appropriate financial reporting procedures and that those procedures are operating to ensure that it has access to all the financial information of the Company to allow AEEI to effectively prepare and report on the financial statements.

The audit and risk committee has considered and is satisfied that the finance department has the appropriate expertise and is adequately resourced.

PRESCRIBED OFFICER

Valentine Dzvova is the prescribed officer of the Company. The prescribed officer is required to perform her function and exercise her duties to the same standard of conduct applicable to all directors and is subject to the same liability provisions applied to directors.

Since her appointment, she exercised executive control over the management of the Group’s subsidiaries and regularly participated in the exercise of general executive control of the Group’s business units and activities.

She is not remunerated separately for this function.

COMPANY SECRETARY

Damien Terblanche is the company secretary and is accountable to the Board.

During the year, the company secretary:

• Provided guidance to the directors in terms of their duties, responsibilities and powers as well as their responsibilities and liabilities under the Companies Act.
• The Board was made aware of changes to any relevant law affecting the Company.
• Disclosed the corporate actions, SENS announcements and directors’ dealings in securities and ensured compliance with the JSE Listings Requirements and the Companies Act.
• Ensured that Board and committee meetings and the AGM of the Company were conducted in a proper and orderly manner.

The Board has considered the competence, qualifications and experience of the company secretary and is satisfied that they are appropriate. All directors have unlimited access to the services of the company secretary. The company secretary’s appointment and removal is a matter for the whole Board.

The Board is satisfied that an arm’s length relationship exists between the company secretary and the Company, as he is not a member of the Board, is not involved in the day-to-day operations of the Company and is not a prescribed officer.

STRATEGIC FOCUS AREAS OF THE EXECUTIVE COMMITTEE

 

SIGNIFICANT CHANGES DURING THE YEAR

The most significant changes during the year under review were the appointments of the CEO, Mrs Valentine Dzvova and CFO, Mr Jowayne van Wyk as well as the appointment of the joint external auditors, Crowe JHB and THAWT Inc.

CHANGES TO THE BOARD

Khalid Abdulla resigned as the chief executive officer effective 12 March 2020 to take up the position of deputy chairman within the Group. Valentine Dzvova was appointed as the acting chief executive officer effective 12 March 2020 and took up the permanent position on 1 July 2020.

Moloboheng Mosia and Advocate Dr Ngoako Ramatlhodi voluntarily elected to step down from the Board at the AGM of the Company which was held on 16 April 2020.

With a focus on growing the Board’s independence, Bongikhaya Qama was appointed as an independent non-executive director effective 2 July 2020, and Willem Raubenheimer was appointed as the lead independent non-executive director effective 9 July 2020, replacing Jowayne van Wyk. Chantelle Ah Sing resigned as the chief financial officer after a 10-year tenure with the Group on 31 July 2020 to pursue her higher education and other personal interests. Jowayne remained on the Board in an executive capacity as the chief financial officer, effective 1 August 2020.

The Board remains mindful of the possible loss of intellectual capital as a result of the resignations of the long-standing executive directors. With a focus on our intellectual capital and maintaining our social and relationship capital, the Board sought to maintain some relationships in an advisory capacity, to ensure that we can draw on their wealth of experience and input when needed.

Following the changes to the Board during the year, we believe that we have the right team to guide the Company into the future. For more information regarding the current composition of the Board, refer to the table in Overview of our Committees.

OUR GOVERNANCE FRAMEWORK

The Board is the principal decision-maker and has an oversight role in terms of carrying out our strategic objectives. The governance framework supports the Company’s strategic matters. This flows to the subsidiaries and divisional levels to ensure that the business is provided with a structure within which management can operate effectively.

The Board plays a pivotal role in strategy planning and has established clear KPIs to measure the strategic objectives of the Company. The Board ensures that its sound governance framework will enhance good corporate governance, improve internal controls and enhance the Company’s performance.

The Board assumes collective responsibility for the performance of the Company and for:

The Board is supported by various committees and the executive management team with clear terms of reference to assist in discharging its responsibilities. The Board is responsible for the strategic direction of the Group’s and the Company’s governance framework.

RESPONSIBILITIES OF THE BOARD

As recommended in King IV™, the Board works to fulfil its primary governing roles and responsibilities, namely to:

• approve policy and planning;
• provide oversight and monitoring; and
• set and steer the strategic direction.

The Board has committed to fulfilling the following responsibilities:

• Delegate the management of the Group to the executive management team.
• Ensure compliance with appropriate legislation (including regulations) and appropriate best practices.
• Govern disclosures in order that stakeholders can assess the performance of the Group effectively.
• Ensure that a robust strategy is in place and executed by management.
• Oversee the management of technology and information.
• Oversee the risk management function.
• Protect the interests of the Group’s stakeholders and ensure responsible, fair and transparent employee practices.

OBJECTIVES OF THE BOARD

The Board is constituted in terms of the Company’s MOI and in line with .

The Board is the principal decision-maker and is supported by various committees and the executive management team. Board members accept responsibility as custodians of governance within the Group. The Board members bring diversity to Board deliberations and create sustained value by constructively challenging management.

The Board is responsible for the strategic direction of the Group and the Company’s governance framework. The governance framework supports the Company’s strategic focus areas. The Board’s governance oversight is guided by its commitment to its responsibilities and governance objectives. The following objectives provide a mechanism to evaluate and measure performance in terms of King IV™ principles and outcomes.

Leadership, ethics and corporate governance

The Board sets the tone to lead the Group ethically, responsibly and effectively. This ensures that Board members act independently in terms of decision-making, competence, diligence and inclusivity with the necessary awareness and insight. The Board ensures that the Group plays a pivotal role in society. (Principles 1–3)

Governance areas

The Board provides leadership and vision to the Group to sustain growth and delivery on our strategic focus areas and purpose for all stakeholders. (Principles 11–15)

Governing structures and delegation

The Board provides guidance and oversight to the Group on the management of risk compliance, remuneration governance as well as enterprise risk management to fully support the good governance practices. (Principles 6–10)

Strategy, performance and reporting

The Board takes responsibility and accountability for the performance of the Group. It also supports the Group in setting its purpose and achieving its strategic objectives. (Principles 4–5)

Stakeholder relationships

The Board ensures a stakeholder-inclusive approach. (Principles 16–17)

BOARD COMPOSITION AND SKILLS

The Board comprises an appropriate balance of knowledge, skills, experience, diversity and independence to discharge their duties effectively and objectively.

KNOWLEDGE, SKILLS AND EXPERIENCE

Well-diversified Board to add value to the Group.

The Board determines the required composition of skills in response to the rapidly changing environment. Having the appropriate mix of skills and experience ensures that the Board is well-equipped to guide the Company’s strategy and creating value.

BOARD SKILLS REQUIRED

During the year, the Chairperson led a review of the Board’s composition, with a specific focus on diversity, skills, experience and expertise, having regard to the Company’s strategy, purpose, changing external environment and future prospects.

The analysis revealed potential areas where Board skills can be enhanced. These areas of expertise will be addressed through suitable training in due course.

BOARD EFFECTIVENESS

At present, AEEI has seven Board members. The size gives the Board adequate membership for its five committees while maintaining adequate levels of independence. It also ensures the Board and management capacity and time to guide the Group’s strategy. Ever-changing issues facing companies make it essential to look at the agenda items of the Board to ensure that it stays aligned with good governance and ethics, and meets current needs, best practice and matters of strategic importance.

Our Board and committees are monitored annually for effectiveness and transparency. The internal valuations of the Board and committees are done annually. Decisions are reviewed for the value that they add to the Company. Having regard to the findings, it was concluded that the Board and committees operate efficiently, openly and transparently, and there is a good level of discussion between members and attendees. The findings addressed some areas for improvement which will be addressed appropriately.

INDEPENDENCE

Protecting the interest of all shareholders.

The majority of Board members are non-executive directors in compliance with .

Non-executive directors bring independent judgement and experience to the Board’s deliberations and decisions, with the structure of the Board ensuring that no one individual or group of individuals has unfettered powers of decision-making.

ETHICAL AND RESPONSIBLE LEADERSHIP

The Board assumes ultimate responsibility for the Group’s ethical performance and adherence to human rights principles. The Board provides effective leadership based on the principled foundation. Responsible leadership, instilled by the values of responsibility, transparency, accountability and fairness, has been a defining characteristic of the Company since inception. The Company’s fundamental objective has always been to do business ethically while building a sustainable company that recognises the short- and long-term impacts of its activities on the economy, society and the environment.

The continued enhancement of the Group’s ethical culture remains top of mind through relevant Board committees and executive management, especially against the backdrop of various commissions of inquiry, state capture, and corporate failures. In addition, due to material matters, such as the impact of the fourth industrial revolution, a challenging macroeconomic environment increases the emphasis on treating stakeholders fairly and the fight against corruption. This responsibility is delegated to executive management.

BOARD ACTIVITIES IN 2020

The Board uses its quarterly meetings as a mechanism for discharging its duties in terms of the JSE Listings Requirements, Companies Act and King IV™ as well as monitoring the strategic direction and the Company’s approach to risk management.

Performance against strategic objectives

At each Board meeting, the CEO provides an update on the progress made against the Company’s strategic objectives.

Board committee updates

The chairs of the various Board committees provide verbal reports to the Board regarding the actions of their respective committees as well as the material matters arising from their latest meetings.

Corporate reports

Based on the corporate reports, the Board oversees and monitors the Company’s performance.

During the year, the Board and its various committees discussed, monitored and oversaw the Company’s performance and key strategic initiatives:

Effective control

An ethical culture

Good performance

Legitimacy

 

TIMELINE

OUR APPROACH TO COMPLIANCE

The audit and risk committee is responsible for reviewing the compliance with legal, regulatory, codes and other standards, and continually monitors the implementation of the legal compliance processes. The audit and risk committee is satisfied that it has complied with all its legal, regulatory and other responsibilities during the year.

LEADING FROM THE TOP DOWN

Our culture, values and governance is set and supported by the Board and management. All employees in the Group embrace our culture in the organisation. As a result of the COVID-19 pandemic, we revisited our culture and the “new world of work” and digital transformation.

CONFLICTS OF INTEREST

Directors may accept other Board appointments, provided that any potential conflicts are considered and disclosed appropriately, are managed, and that the appointments do not conflict with the Group and/or adversely affect the director’s duties. Any proposed Board appointment must be agreed upon with the chairperson prior to the director accepting such appointment.

Directors and officers are also required to inform the Board timeously of conflicts, or potential conflicts of interest that they may have in relation to particular items of business or other directorships. At the start of each Board meeting, the chair requests Board members to declare any actual and/or potential conflict of interest with matters to be considered at that meeting. A register of director’s interest in and outside the Company are maintained and signed by the relevant director.

A director or prescribed officer is prohibited from using their position or confidential price-sensitive information to benefit themselves or any related third party.

RESPECTED CORPORATE CITIZENSHIP

The Board and management recognise that AEEI is an economic entity as well as a corporate citizen and that it has a social and moral standing in society with all the attendant responsibilities. Further information is provided in the AEEI Sustainability Report. (Principle 3)

OVERVIEW OF OUR COMMITTEES

BOARD AND COMMITTEE ATTENDANCE

COMMITTEE APPOINTMENTS DURING THE YEAR

• *J van Wyk was the chairman of the audit and risk committee until the appointment of W Raubenheimer and also chaired the investment committee until 11 August 2020.
• W Raubenheimer was appointed to the audit and risk committee on 9 July 2020.
• I Amod was appointed to the remuneration and the social, ethics and transformation committees on 6 August 2020.
• B Qama was appointed to the social ethics and transformation committee on 6 August 2020.
• V Dzvova was appointed to the investment committee on 6 August 2020.
• G Colbie was appointed as the chairman of the investment committee on 11 August 2020