• Ethical and effective leadership should compliment and reinforce each other.

• Effective leadership is results driven and is about achieving strategic objectives and positive outcomes.

• Promote Corporate Governance as integral to running an organisation and delivering governance outcomes;

• Broaden acceptance of the King IV by making it accessible and fit for implementation across a variety of sectors and organisational types;

• Reinforce corporate governance as a holistic and interrelated set of arrangements to be understood and implemented in an integral manner;

• Encourage transparent and meaningful reporting to stakeholders;

• Present corporate governance as concerned with not only structure and process but also ethical consciousness and conduct.

• Act in good faith and in the best interests, avoid conflicts of interest, or disclose in case of conflict, act ethically, set the tone for an ethical organisational culture.

• Have sufficient working knowledge of the organisation, act with due care, skill and diligence, continuously develop their competence to lead effectively.

• Assume collective responsibility, approving policy and planning, overseeing and monitoring of implementation and execution by management; and
  

• Attend meetings of the GB and its committees.

• Members of the GB should be willing to answer for the execution of their responsibilities, even when these were delegated.

• Adopt a stakeholder-inclusive approach in the execution of their governance role and responsibilities, direct the organisation in such a way that it does not affect the natural environment, society or future generations.
  

• Disclose the arrangements by which the members of the GB are being held to account for ethical and effective leadership. These arrangements would include, but are not limited to, codes of conduct and performance evaluations of the GB and its members.

• Be transparent, offer effective leadership that results in achieving strategic objectives and positive outcomes over time;

• 3.) Delegate to management to Implement
  

• 4.) The GB should exercise ongoing oversight of the management of ethics.

• The GB should oversee that the organisation’s purpose and values, strategy and conduct are in line with it being a responsible corporate citizen.

• The GB’s efforts should include compliance with the Constitution of South Africa (including the Bill of Rights), the law, leading standards, and adherence to its own codes of conduct and policies.

• The GB should assume responsibility for corporate citizenship.

• Key areas of focus during the reporting period.

• Measures taken to monitor corporate citizenship and how the outcomes were addressed.

• An overview of the arrangements for governing and managing responsible corporate citizenship.

• 4.) The GB should ensure that it approves the policies and operational plans developed by management to give effect to the approved strategy.

• 5.) The GB should delegate to management the responsibility to implement and execute the approved policies and operational plans.

• 6.) The GB should exercise ongoing oversight of the implementation of strategy and operational plans by management against the agreed performance measures and targets.

• 2.) The GB should delegate to management the formulation and development of the organisation’s short, medium and long-term strategy.

• 7.) The GB should oversee that the organisation continually assesses, and responsibly responds to, the negative consequences of its activities and outputs on the triple context in which it operates, and the capitals which it uses and affects.

• 1.) The GB should assume responsibility for organisational performance by steering and setting the direction for the realisation of the organisation’s core purpose, and the development of its short, medium and long-term strategy.

• The timelines and parameters which determine the meaning of short, medium and long term respectively.

• The risks, opportunities and other significant matters connected to the triple context in which the organisation operates.

• The extent to which the proposed strategy depends on the resources and relationships connected to the various forms of capital.

• The legitimate and reasonable needs, interests and expectations of material stakeholders.

• The increase, decrease or transformation of the various forms of capitals that may result from the execution of the proposed strategy.

• The interconnectivity and inter-dependence of all of the above

• 8.) As part of its oversight of performance, the GB should be discuss/disclose on the general viability of the organisation with regard to its reliance and effects on the capitals, its solvency and liquidity, and its status as a going concern.

• 5.) The GB should approve management’s bases for determining materiality for the purpose of deciding which information should be included in reports.

• 3.) The GB should oversee that reports such as the annual financial statements, sustainability reports, social and ethics committee reports, or other online or printed information or reports are issued as is necessary, to comply with legal requirements, and/or to meet the legitimate and reasonable information needs of material stakeholders.

• 6.) The GB should ensure the integrity of external reports as provided for in Part 5.4, Assurance of external reports.

• 2.) The GB should approve management’s determination of the reporting frameworks (including reporting standards) to be used, taking into account legal requirements and the intended audience and purpose of each report.

• 1.) The GB should assume responsibility for the organisation’s reporting by setting the direction for how it should be approached and conducted.

a distinguishable, prominent and accessible part of another report which also includes the annual financial statements and other reports that must be issued in compliance with legal provision.

• A standalone report which connects the more detailed information in other reports and addresses, at a high level and in a complete, concise way, the matters that could significantly affect the organisation’s ability to create value; or

Annual financial statements and other external reports.

Corporate governance disclosures required in terms of this Code (refer to Part 3: King IV Application and Disclosure for more detail).

The GB should approve the protocol to be followed in the event that it or any of its members or committees need to obtain independent, external professional advice at the cost of the organisation on matters within the scope of their duties.

The GB should ensure that its role, responsibilities, membership requirements and procedural conduct are documented in a charter which it regularly reviews to guide its effective functioning.

steering the organisation and setting its strategic direction;

approving policy and planning that give effect to the direction provided;

overseeing and monitoring of implementation and execution by management; and

ensuring accountability for organisational performance by means of, among others, reporting and disclosure.

Whether the GB is satisfied that it has fulfilled its responsibilities in accordance with its charter for the reporting period.

The number of meetings held during the reporting period, and attendance at those meetings.

• Balance of knowledge, skills, experience, diversity and independence.

• The need for a sufficient number of members that qualify to serve on the committees of the GB.

• Mix of executive, non-executive and independent non-executive members.

Diversity targets relating to the composition of the GB.

Comprise of a majority of non-executive members, most of whom should be independent.

At least two executive directors. One must be the CEO, and the other may be the CFO, or another executive director as is appropriate for the organisation.

Set targets for race and gender representation in its membership.

Establish arrangements for periodic rotation of its members.

Re-election of a member should be considered on the basis of that member's performance, (attendance at meeting).

A candidate for NED must confirm that he/she has enough time available.

Backgrounds should be reviewed as well as qualifications.

The processes should be formal and transparent.

The profile of the candidates should be presented at the AGM.

Whether the candidate meets the appropriate fit and proper criteria.

The collective knowledge, skills and experience required by the GB

Mentorships should be available for new directors.

Programs to update the directors on any developments (legislation/ organizational) should be offered.

Declaration of interest at the start of every meeting.

Every member should submit a declaration of interest on an annual basis.

A non-executive member of the GB may continue to serve, in an independent capacity, for longer than nine years.

Was the designated external auditor, or a key member of the audit team during the preceding three financial years;

An executive manager during the preceding three financial years, or is a related party to such executive manager;

Significant or ongoing professional adviser to the organisation;

Significant customer of, or supplier to the organisation;

Participates in a share-based incentive scheme offered by the company;

is a member of the GB or the executive management of another organisation which is a related party to the organisation; or

Entitled to remuneration contingent on the performance of the organisation.

The categorisation of each non-executive member as independent or not and, when a non-executive member of the GB has been serving for longer than nine years, a summary of the views of the GB on the independence of the member.

The categorisation of each member as executive or non-executive.

The targets set for gender and race representation in the membership of the GB, and progress made against these targets

Satisfaction with regards to the appropriate mix of knowledge, skills, experience, diversity and independence on the GB.

Other GB and professional positions held by each member.

The reasons why any members of the GB have been removed, resigned or retired.

Determine the number of outside professional positions that the chair is allowed to hold, taking into account the relative size and complexity of the organisations involved.

The chair should not be a member of the audit committee.

A retired CEO should not become the chair until three complete years have passed after the end of the CEO's tenure.

The chair may be a member of the committee responsible for remuneration but should not be its chair.

The CEO of the organisation may not be the chair.

The chair should be a member of the committee responsible for nominations of members of the GB and may also be its chair.

The role, responsibilities and term in office should be documented in the charter.

The chair may be a member of the committee responsible for risk governance and may also be its chair.

The GB should elect an independent non-executive member as chair.

Disclose the chair's independence and also whether a lead independent director was appointed

The chair may be a member of the social and ethics committee but should not be its chair.

Should be succession planning in place for the position of chair.

To deal with shareholders' concerns where contact through the normal channels has failed to resolve concerns, or where such contact is inappropriate.

To strengthen independence on the GB if the chair is not an independent nonexecutive member of the GB.

To act as an intermediary between the chair and other members of the GB, if necessary.

To chair discussions and decision-making by the GB on matters where the chair has a conflict of interest.

• Assume responsibility for the governance of ethics and

• approve codes of conduct and ethics policies.

• 2.) Properly communicate their code of ethics and conduct to all stakeholders;

The GB should approve the protocol to be followed by its non-executive members for requisitioning documentation from, and setting up meetings with, management.