Policies

THE BOARD CHARTER

The board has adopted a charter defining its responsibilities; the terms of which include:

• To provide strategic direction to the Group and be responsible for the adoption of strategic plans.
• To approve the annual business plan proposed by management.
• To retain full and effective control over the Group, and monitor management’s implementation of the approved annual budget and strategies.
• To appoint the Group managing director,
• To prepare the Group’s financial statements, interim report, and preliminary announcement, and ensure the integrity and presentation thereof.
• To assess the viability of the company and of the Group on a going-concern basis.
• To determine director selection, orientation and evaluation.
• To ensure the Group has appropriate risk management, internal control and regulatory compliance procedures in place, and that they are communicated with shareholders and other stakeholders openly and timeously.
• To establish sub-committees of the board with clear terms of reference and responsibilities, as and when appropriate.
• To monitor the non-financial aspects relevant to the business.
• To consider, and if appropriate, approve the declaration of dividends to the shareholders (which are sanctioned by the shareholders when the annual financial statements are approved at the Annual General Meeting).
• To evaluate its performance as a whole, the performance of management and committees of the board, including reviewing both its charter and methods of self-evaluation.
• To determine the appropriate code of ethics to ensure the integrity of the business affairs of the Group.

In order to uphold their integrity and independence, directors are required on a regular basis to declare interests in other boards and contracts, which are recorded and updated. Board members are required to recuse themselves when participating in deliberations or decision-making processes that could in any way be affected by a conflict of interest.

The board defines levels of materiality, reserving specific powers and delegating other matters with the necessary authority to management. The board has adopted a formal resolution framework that serves as an authority matrix guideline.

Notwithstanding the mandate given to the audit and risk committees, the board is ultimately accountable and responsible for the performance and affairs of the Group. Delegating authority to board committees or management does not in any way mitigate or discharge the board and its directors of their duties and responsibilities.

INTERNAL CONTROLS

The system of internal control is designed to manage significant risks affecting the Group and the business environment in which it operates. The objective of the system is to provide reasonable assurance against material misstatement or loss.

The Group maintains a system of internal control over financial reporting and the safeguarding of assets against unauthorised use, acquisition or disposal. The internal audit function monitors this system of internal control and reports its findings and recommendations to management and the audit committee.

Corrective action is taken as and when control deficiencies or opportunities for improvement in the systems are identified.

The purpose, authority and responsibility of the internal audit function are formally defined in an internal audit charter, which has been approved by the board and which is consistent with the recommendation of the Institute of Internal Auditors.

The adequacy and capability of the Group’s internal audit structure is subject to review by the audit committee to ensure that adequate, objective internal audit assurance standards and procedures exist within the Group.

All employees within the Group have the opportunity to make anonymous disclosures relating to inappropriate business practices.

ANNUAL FINANCIAL STATEMENTS

The directors are responsible for the preparation of the annual financial statements. Management fulfils its responsibilities by maintaining adequate accounting records to ensure the integrity of these annual financial statements. This is accomplished by a system of internal control designed to provide reasonable assurance on the reliability thereof. Such controls provide the company with the assurance that the Group’s assets are safeguarded, transactions are executed in accordance with management’s authorisations and financial records are reliable.  This is augmented by the Group’s ethics and prescribed policies and procedures which are regularly updated to take cognisance of changing circumstances in the financial and operational environment.

CODE OF CONDUCT

Omnia prides itself on its reputation for ethical conduct which it has established with its stakeholders. This stems from the uncompromising belief that honesty, integrity, professionalism and service must underpin every relationship entered into with employees, management, customers, suppliers, the government or the communities in which the Group operates.

The Group has developed a Code of Conduct, which has been endorsed by the board and applies to all directors and employees. The code encompasses the highest standards of behaviour and professionalism. The directors believe that the ethical standards of the Group as stipulated in the code are being met. In the unlikely event of non-compliance, the appropriate remedial action is taken.

In summary, the code requires that, at all times, all company personnel act with the utmost integrity and objectivity and in compliance with the letter and the spirit of both the law and company policies.  The code is provided to each employee as part of his/her induction training, and employees are asked to sign a declaration annually confirming compliance with the code.

DEALING IN SECURITIES

The Group has a policy in place to ensure that it is compliant with all laws and regulations governing insider trading and trading during prohibited periods. The policy complies with the provisions of the South African Securities Services Act, the Listings Requirements of the JSE Limited and all other relevant legislation.

The Group restricts its directors, officers and other employees from dealing in the company’s securities prior to any formal announcement in respect of its financial results or during any other period where such dealings may be considered price-sensitive.