Italtile is committed to applying, in all material respects, the principles contained in the King Report on Governance for South Africa, 2009 (King III), which became effective on 1 March 2010, as well as the additional requirements for good corporate governance stipulated in the JSE SRI index.
The JSE Listings Requirements require all JSE-listed companies to provide a narrative of how they have applied the recommendations contained in King III, in respect of financial years commencing on or after the effective date.
During the year, the Group continued to advance its progress made in respect of applying the King III Code and the principles of integrated reporting. Ongoing measurement and reviews were conducted comparing the Group's governance practices with those recommended in King III, in order to ensure continued improvements were made related to complying with the implications of King III.
Overall application and compliance with King III
Italtile accepts the obligation to apply the practices prescribed by King III and has resolved as a business philosophy to adopt and pursue the same. It therefore strives to meet those objectives in accordance with the content of the table below.
During 2013, the Group subscribed to the Institute of Directors Governance Assessment Instrument (IoDSA GAI). The following report on the application of King III is extracted from that tool, and the full report on all 75 principles of King III is included on the Italtile website www.italtile.com.
|Principle 2.1||The Board acts as the focal point for and custodian of corporate governance||Applied||AAA||Board Charter|
|Principle 2.2||The Board appreciates that the strategy, risk, performance and sustainability
|Applied||AAA||Managed as part of the mandate to the Audit and Risk Committee|
|Principle 2.3||The Board provides effective leadership based on ethical foundation||Applied||AAA||Managed as part of the mandate to the Social and Ethics Committee|
|Principle 2.4||The Board ensures that the company is and is seen to be a responsible corporate citizen||Applied||AAA||Managed as part of the mandate to the Social and Ethics Committee|
|Principle 2.5||The Board ensures that the company ethics are managed effectively||Applied||AAA||Managed as part of the mandate to the Social and Ethics Committee|
|Principle 2.6||Chapter 3: Audit Committees||Applied||AAA||Please refer to the Audit and Risk Committee report|
|Principle 2.7||Chapter 4: The governance of risk||Applied||AAA||Please refer to the Audit and Risk Committee report|
|Principle 2.8||Chapter 5: The governance of information technology||Applied||AAA||Please refer to the Audit and Risk Committee report|
|Principle 2.9||Chapter 6: Compliance with laws, rules, codes and standards||Applied||AAA||Please refer to the Audit and Risk Committee report|
|Principle 2.10||Chapter 7: Internal audit||Applied||AAA||Please refer to the Audit and Risk Committee report|
|Principle 2.11||Chapter 8: Governing stakeholder relationships||Applied||AAA||Board Charter|
|Principle 2.12||Chapter 9: Integrated reporting and disclosure||Applied||AAA||Reporting is in line with the JSE Listings Requirements|
|Principle 2.13||Chapter 7 and 9: The Board reports on the effectiveness of the Company's internal controls||Applied||AAA||Please refer to the Audit and Risk Committee report|
|Principle 2.14||The Board and its directors act in the best interests of the Company||Applied||AAA|
|Principle 2.15||The Board will/has consider/ed business rescue proceedings or other turnaround mechanisms as soon as the Company has been/may be financially distressed as defined in the Companies Act, 71 of 2008||Applied||AAA|
|Principle 2.16||The Board has elected a chairman of the board who is an independent non-executive director. The CEO of the Company does not also fulfil the role of chairman of the Board||Applied||AAA||Mr Ravazzotti has returned to the position of Chairman of the Company with effect from 1 July 2014. The Company has a lead independent director in place, and Brand Pretorius, who acted as Chairman for the 2014 financial year, remains on the Board as an independent non-executive director|
|Principle 2.17||The Board has appointed the Chief Executive Officer and has established a framework for the delegation of authority||Applied||AAA||Mr Booth joined the Company as Chief Executive Officer on 1 July 2014|
|Principle 2.18||The Board comprises a balance of power, with a majority of non-executive directors. The majority of non-executive directors are independent||Applied||AAA|
|Principle 2.19||Directors are appointed through a formal process||Applied||AAA|
|Principle 2.20||The induction of and ongoing training, as well as the development of directors are conducted through a formal process||Applied||AAA|
|Principle 2.21||The Board is assisted by a competent, suitably qualified and experienced Company Secretary||Applied||AAA||Please refer to the Governance report|
|Principle 2.22||The evaluation of the Board, its committees and inidual directors is performed every year||Applied||AAA|
|Principle 2.23||The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities||Applied||AAA|
|Principle 2.24||A governance framework has been agreed upon between the Group and its subsidiary boards||Applied||AAA|
|Principle 2.25||The Company remunerates its directors and executives fairly||Applied||AAA|
|Principle 2.26||The Company has disclosed the remuneration of each inidual director and prescribed officer||Applied||AAA||Please refer to the Directors' report|
|Principle 2.27||The shareholders have approved the Company's remuneration policy||Applied||AAA|