Corporate governance

Protecting value creation through good governance

This year, Omnia celebrated its 70th year of business. The year was navigated by a board of directors tasked to protect value creation in a time that was by all measures challenging.

The board is cognisant of its overall responsibility to achieve the four good governance outcomes embodied in King IV, namely an ethical culture; sustainable value creation; effective control; and trust, stakeholder relations and legitimacy. We are comfortable that we have them in mind as an outcome in everything that we do but recognise that it is an ongoing task and discipline to continue improving.

The board is satisfied that the Group is compliant with the JSE Listings Requirements and has achieved the outcomes of the King IV principles by implementing appropriate practices to support those principles.

Appropriate governance structures and processes are in place to ensure that the business is well managed and controlled. The annual strategy review considers the risks and opportunities connected to the broader context in which the Group operates, and the governance processes are designed to ensure that the Group delivers against this strategy to create long-term value for all material stakeholders.

COMPANY SECRETARY

The company secretary, Michelle Nana, ensures that the board is aware of its fiduciary duties and responsibilities and is kept informed of relevant changes in legislation and governance best practice. She facilitates the induction of new directors and the ongoing training of directors, in addition to acting as secretary to the board and its committees. The board and every director have unfettered access to the services of the company secretary.

The board assessed the company secretarial function for the year under review, as required by the JSE Listings Requirements, and confirms that Ms Nana continues to demonstrate the requisite level of knowledge and experience to carry out her duties and is independent from management and the Group to appropriately support the board and execute her role.

Governance of risk

The board takes overall responsibility for Omnia’s risk management practices. The board is supported by the SERC and the audit committee, both sub-committees of the board, as well as the Group risk management committee. The Group has also implemented a combined assurance model to ensure proactive monitoring and provision of assurance to the board that the key responses to and controls of top risks are being adequately addressed and managed.

The risk governance and combined assurance model currently implemented in the Group is reflected in the diagram below:

Risk governance

For more information about Omnia and corporate governance, go to our full
Governance report 2023 (PDF - 2MB).

King IV application register (PDF - 150KB).