Adcock Ingram Integrated Report 2018

8 ADCOCK INGRAM  Integrated Report 2018 Grounded in good corporate governance (continued) The Board continues to assess the effectiveness of the Company’s current processes, practices and structures which it uses to direct and manage the operations of the Group following the implementation of King IV, informed by a gap analysis conducted in the previous year. THE BOARD’S ROLES AND RESPONSIBILITIES The Board is aware of its responsibility to lead the Group competently and with integrity to ensure fairness, accountability and transparency and has taken guidance from the primary governing roles and responsibilities identified in King IV: u u Steers and sets strategic direction u u Approves policy and planning u u Oversees and monitor performance u u Ensures accountability u u Directs the Company by formulating and reviewing the Company’s policies, strategies and major plans of action; u u Reviews risks and risk policies; approves annual budgets and business plans; and sets performance objectives; u u Monitors the implementation of approved strategies and oversees corporate performance; approves major capital expenditure, acquisitions and divestitures, and ensures compliance with applicable laws; u u Controls the Company by ensuring that a code of conduct is in place to set the tone from the top; oversees the process of disclosure and communications; ensures that appropriate systems for financial control, and for reporting and monitoring risk are in place; appoints and evaluates the performance of the executive directors; and balances the potential for conflicts between the interests of management and the wider interests of the Company and shareholders. u u Is accountable to shareholders for creating, protecting and enhancing the wealth and resources of the Company and reporting to them on the Company’s performance in a timely and transparent manner, and to stakeholders to ensure that the Company acts as an ethical, responsible corporate citizen. u u Is not involved in the day-to-day management of the Company as that is the responsibility of management. The Board is satisfied that the delegation of authority framework of the Company contributes to role clarity and effective exercise of authority and responsibilities. THE BOARD’S COMMITMENT TO ADCOCK INGRAM AND ITS STAKEHOLDERS: 1 Achieving the highest standards of ethics by nurturing the principles of transparency, accountability and integrity in all aspects of operations and stakeholder engagements. u u The Board is governed in accordance with its Charter and the Company’s Memorandum of Incorporation (MOI), amongst others. The Board Charter sets out, inter alia, the principles and a formal process in terms of which directors are appointed, and the duties and responsibilities of the Board. u u The Board reviews the Code of Conduct and Ethics annually to ensure compliance with King IV, which directs its members, employees and other stakeholders (when dealing with Adcock Ingram) to model their conduct in accordance with its provision and to report any suspected inappropriate, unethical and illegal activity or misconduct. The Board, assisted by its different committees, monitors its implementation, to ensure that business is conducted in a manner that is beyond reproach at all levels in the Group. 4 Ensuring that the Board and management team are equipped with the right balance of knowledge, skills, experience, diversity and independence to carry out their responsibilities effectively. The Board is led by an independent non- executive chairman in the objective and effective discharge of its governance role and responsibilities. During the year the Board reviewed the composition of its various committees to ensure they are appropriately constituted to deliver on its mandate and to ensure compliance with the law and King IV. It also identified the need to appoint a lead independent director (a process which is under way) to fulfil certain responsibilities. The Nominations Committee plays an important role in the appointment of new and suitable directors as well as the identification and removal of underperforming or unsuitable directors. The Board does not have a formal succession plan in place but has a skills matrix which reflects existing skills and the skills needed within the Board. The Board uses multiple sources to locate the required skills when there is a vacancy and endeavours to recruit directors with some level of governance experience. The Board still needs to determine the number of outside professional commitments allowed for its members and Chairman, based on members’participation and contribution on the Board. Directors are encouraged to attend external director development and internal training programmes, at the cost of the Group to ensure their knowledge of governance and the environment in which the Group operates remain relevant. In addition, all newly appointed directors are provided with an induction file containing important legislation and the Group’s governance structure and processes. The Company Secretary also inducts newly appointed directors on their statutory obligations as set out in the Companies Act, the MOI and other related regulations such as the JSE Listings Requirements. During the year under review, directors attended a governance information sharing session which was conducted by an international speaker. 2 Providing stakeholders and the investor community with clear, meaningful and timely information about Adcock Ingram’s operations and results. 3 Conducting its business on the basis of fair commercial and competitive practice. ABOUT US