CREATING VALUE THROUGH SOUND CORPORATE GOVERNANCE

Sound corporate governance and ethics is the foundation of AEEI’s business and is pivotal in delivering long-term value to our stakeholders. AEEI has a positive association with all its stakeholders and is committed to the highest standards of ethics and business integrity in all its activities.

OUR GOVERNANCE FRAMEWORK

The Board of AEEI is the principal decision-maker and is supported by various committees and the executive management team. The Board is responsible for the strategic direction of the Group and the Company’s governance framework. The governance framework supports the Company’s strategic focus areas.

The Board plays a pivotal role in strategy planning and has established clear benchmarks to measure the strategic objectives of the Company. The Board ensures that its sound governance framework will enhance good corporate governance, improve internal controls and improve the Company’s performance. In carrying out the Company’s strategic objectives, the Board is assisted by necessary committees, including the executive committee, with clear terms of reference to assist in discharging its responsibilities. This flows down to the subsidiaries and divisional levels to ensure that the business is provided with a structure within which management can operate.

The main focus of the Group’s governance framework is as follows:

  • Vision, strategy and performance
  • Ethical and responsible leadership
  • Finance, including budgets and forecasts
  • Corporate citizenship
  • Risk management
  • Information technology
  • Investment/li>
  • Products – quality, cost, delivery and competitiveness
  • Human capital – health, safety, employee wellness and the environment
  • Transformation
  • Sustainability
  • Stakeholder relations

As AEEI is listed on the JSE, the Company is subject to and has implemented controls to provide reasonable assurance of compliance with all relevant regulatory requirements in respect of its listing. AEEI has applied all the principles of King IVTM. (King IVTM – Principle 6)

STATEMENT OF COMMITMENT

The Board is committed to the highest standards of ethics, governance and business integrity and has adopted an integrated approach to managing the Group to ensure that the governance structure actively identifies, communicates on and responds to material matters that impact on the Group’s capacity to create value. The Board believes that it has addressed all material matters appropriately and that it fairly represents the integrated performance of the Group. The Board continuously reviews the Group’s governance structures and processes to incorporate and accommodate new corporate developments, to facilitate effective leadership, to provide sustainable corporate citizenship in support of the Group’s strategy and to reflect national and international corporate governance standards, developments and best practices. (King IVTM – Principle 6)

The Board is satisfied that effective controls have been implemented and complied with throughout the Group and that the Company fully complies with the spirit and form of the continuing obligations of the JSE Listings Requirements, King IVTM and the Companies Act.

APPLICATION OF AND APPROACH TO KING IVTM

Following the launch of King IVTM, the Board of AEEI adopted King IVTM during the year under review.

In supporting King IVTM, the Board recognises that it is the custodian of corporate governance for the Company and ensured that directors:

  • lead ethically and effectively;
  • supported an ethical culture;
  • set the strategic direction for the Group for the year ahead;
  • approved policies and planning; and
  • administered and monitored the Group’s risks and opportunities, strategy, business model, performance and sustainable development.

The Board ensured compliance with applicable laws, rules, codes and standards in a way that supported the Group in being ethical and a good corporate citizen. It ensured that remuneration is fair and transparent and that the integrity of information for decision-making internally and externally was assured. A stakeholder-inclusive approach was applied in the Group to ensure that the needs, interests and expectations of material stakeholders were addressed.

A statement on AEEI’s application of the principles of the King IVTM is available on www.aeei.co.za.

AEEI has applied all the principles of King IVTM.

CORPORATE GOVERNANCE STRUCTURE


GOVERNANCE AND ETHICS

The governance structure supports the Group’s strategic focus areas. The Board played a pivotal role in planning the strategy that established clear benchmarks to measure the strategic objectives of the Group. It ensured that through the sound structure and governance framework it enhanced good corporate governance, improved internal controls and business performance. In carrying out its priorities, the Board ensured the existence of the necessary committee structures, including the executive committee with clear terms of reference to assist it in discharging its responsibilities. This was cascaded down into the business, subsidiary and divisional levels to ensure that the business is provided with a structure within which management can operate effectively.

OUR EFFECTIVE LEADERSHIP

In terms of AEEI’s Memorandum of Incorporation and Board Charter, the Board is responsible for strategic direction and ultimate control of the Company.

INTRODUCING OUR BOARD OF DIRECTORS

The diversity and skills of our Board ensure that the Group is steered to deliver growth to all our stakeholders.

EXECUTIVE DIRECTORS

Chief executive officer

Khalid Abdulla (52)
MBA (UCT), BCompt (Hons), CTA (Unisa), Project Management (UCT)

Appointed: 29 August 2007

Nationality: South African

Board subcommittee: Investment committee

Expertise and experience: Mr Abdulla is the Group chief executive officer of AEEI and has been with the AEEI Group since 1999. He served as the chief executive officer (CEO) of various subsidiaries, i.e. the information technology and financial services businesses and as Group chief financial officer (CFO) in 2007 before being appointed as Group CEO in November 2009.

Mr Abdulla has been appointed to and serves on various boards, committees and non-governmental organisations (NGOs). He has over 30 years’ commercial experience related to fishing, technology, health, biotherapeutics, events and tourism and financial services. He is a regular invitee to and participant at the World Economic Forum in Africa as well as the Summer Davos in China. He was a speaker for the Department of Trade and Industry at conference in the United Kingdom and Germany for “Investing into South Africa”.

Mr Abdulla is the recipient of many awards, some of which include being the overall winner of the Inaugural South African Vision 2030 Future Maker: Driver for Change 2017 Award and the overall winner at the Oliver Empowerment Awards as SA’s most Empowered Business Leader of the Year 2017. He was voted one of the best CEOs in the country in 2016 by Financial Mail and was ranked among the 10 best executives of 2015 by Financial Mail. He was the recipient of the prestigious Black Business Executive Circle (BBEC)/Absa Bank Kaelo Award (2010), for giving guidance and leadership to grow junior and middle management.

Major directorships: Premier Fishing and Brands Ltd, BT Communication Services South Africa (Pty) Ltd, Saab Grintek Defence (Pty) Ltd, Health System Technologies (Pty) Ltd, espAfrika (Pty) Ltd, AYO Technology Solutions Ltd, Bioclones (Pty) Ltd, Premier Fishing SA (Pty) Ltd, Puleng Technologies (Pty) Ltd, Kalula Communications (Pty) Ltd trading as Headsets Solutions and Orleans Cosmetics (Pty) Ltd.

Chief FINANCIAL officer

Chantelle Ah Sing (43)
BCom (Nelson Mandela University), Post graduate diploma in Accounting (KZN)

Appointed: 19 November 2009

Nationality: South African

Expertise and experience: Ms Ah Sing is the Group chief financial officer of AEEI and was appointed to the AEEI Board as an executive director in November 2009. She joined the AEEI Group in 2007 under the health and biotherapeutics subsidiaries, where she advanced to the position of financial director.

Major directorships: Premier Fishing SA (Pty) Ltd, AYO Technology Solutions Ltd, Wynberg Pharmaceuticals (Pty) Ltd, Bioclones (Pty) Ltd, Ribotech (Pty) Ltd, Magic 828 (Pty) Ltd, Saab Grintek Defence (Pty) Ltd and Health System Technologies (Pty) Ltd.

CORPORATE AFFAIRS AND SUSTAINABILITY DIRECTOR

Cherie Felicity Hendricks (54)
University of Cambridge Programme for Sustainability Leadership, Incite Sustainability Executive Programme

Appointed: 18 March 2009

Nationality: South African

Board subcommittee: Transformation committee

Social and ethics committee

Expertise and experience: Ms Hendricks is the corporate affairs and sustainability director responsible for corporate affairs, which include sustainability, regulatory compliance, corporate social investment and Group communication. She has more than 18 years’ experience in the AEEI Group and currently sits on the boards of the Group’s major investments and links the Group’s subsidiaries with the Group’s corporate office.

Major directorships: Premier Fishing and Brands Ltd, Health System Technologies (Pty) Ltd, Premier Fishing SA (Pty) Ltd, Ribotech (Pty) Ltd, AYO Technology Solutions Ltd, espAfrika (Pty) Ltd, Independent Newspapers (Pty) Ltd, Bioclones (Pty) Ltd, Independent Media (Pty) Ltd, Condé Nast Magazines (Pty) Ltd, Sekunjalo Independent Media (Pty) Ltd, Puleng Technologies (Pty) Ltd, Kalula Communications (Pty) Ltd trading as Headset Solutions, African News Agency (Pty) Ltd and Orleans Cosmetics (Pty) Ltd.

NON-EXECUTIVE BOARD MEMBERS

Independent non-executive chairman

Reverend Dr Vukile Charles Mehana (65)
BTh (Rhodes University), AMP (INSEAD Business School, France), Certificate on Public Enterprises (National University of Singapore), MBA (De Montfort University, UK), DPhil (University of Johannesburg), ordained minister of the Methodist Church of Southern Africa, Adjunct Professor of UCT: Graduate School of Business and Top Management Certificate on Public Enterprise (National University of Singapore), DBA, Honoris Causa (Commonwealth University)

Appointed: 8 August 2007

Nationality: South African

Board subcommittee: Chairman of the investment committee

Chairman of the nomination committee

Social and ethics committee

Remuneration committee

Expertise and experience: Reverend Dr Mehana is the chairman of the LR Management Group (Pty) Ltd and sits on the boards of various companies as well as being an active leader in non-profit organisations.

Major directorships: LR Management Group (Pty) Ltd (chairman), Mazwe Financial Services (non-executive chairman), Makana Investment Corporation (Pty) Ltd (non-executive director representing the Ex-Political Prisoners Trust), espAfrika (Pty) Ltd (non-executive chairman), Community Schemes Ombud Service (CSOS) (chairman), Sizwe Africa IT Group (Pty) Ltd (non-executive chairman), Mustek Ltd (non-executive chairman), Premier Fishing and Brands Ltd (non-executive chairman) and Chairman of the South African Police Services Transformation Task Team.

Non-executive deputy chairman and lead independent non-executive director

Salim Young (60)

Appointed: 12 December 2005

Nationality: South African

Board subcommittee: Chairman of the audit and risk committee

Chairman of the remuneration committee

Nomination committee

Investment committee

Expertise and experience: Mr Young is an experienced business executive and corporate lawyer and is a former director of Webber Wentzel (formerly Mallinicks Inc.). Mr Young recently retired after a very successful 12 years as an executive director on the board of British American Tobacco SA. During this time Mr Young served as the appointed South African representative of the London-based BAT Plc, whose secondary listing on the JSE at the time ranked it as the largest company by market capitalisation. Mr Young maintains board positions in a number of other companies and significant trusts. He holds a post-graduate master’s degree (LLM) in International Commercial Law from Tulane University in the United States as well as Certificates in Law from Georgetown University and Harvard University, respectively.

He is one of the founders of Unipalm Investment Holdings Ltd and chairs the investment and remuneration committees. He also sits on the Company’s audit committee.

Major directorships: Unipalm Investment Holdings Ltd, Premier Fishing and Brands Ltd, Independent Media (Pty) Ltd, Loot (Pty) Ltd, Insights Publishing, BAT Signature Trust and Premier Fishing SA (Pty) Ltd.

Independent non-executive director

Johannes Mihe Gaomab (55)

Appointed: 13 September 2006

Nationality: Namibian

Board subcommittee: Audit and risk committee

Social and ethics committee

Expertise and experience: Mr Gaomab is an international businessman with major business interests in Namibia and South Africa. He is the founder and chairman of Gaomab Investments Management CC, Gulf Oil Marine (Pty) Ltd, Namibia Atlantic Petroleum and Shipping Corporation (NASCORP) and the executive chairman of African Renaissance Mining Company (Pty) Ltd.

Major directorships: Gaomab Investments Management CC, Gulf Oil Marine (Pty) Ltd, Namibia Atlantic Petroleum and Shipping Corporation (Pty) Ltd (chairman) and African Renaissance Mining Company (Pty) Ltd, a South African company with subsidiaries in Namibia, the Democratic Republic of the Congo, Malawi and Zambia.

Independent non-executive director

Aziza Begum Amod (55)

Appointed: 12 November 2012

Nationality: South African

Board subcommittee: Chairman of the social and ethics committee

Transformation committee

Remuneration committee

Nomination committee

Expertise and experience: Ms Amod is a professional director, businesswoman, philanthropist and entrepreneur with more than 30 years of business experience in the retail sector. She provides consultancy to women-owned businesses in the areas of impact investment, social innovation and technology applications for social impact in the food and retail sector.

Ms Amod has been featured and published in numerous articles in relation to business and women entrepreneurs. She is a well-known philanthropist supporting a number of NGOs, outreach programs and serves on the board of trustees of numerous philanthropic associations.

She currently serves as a director and trustee on various business entities and trusts.

Major directorships: Health System Technologies (Pty) Ltd, AYO Technology Solutions Ltd and Premier Fishing and Brands Ltd.

Independent non-executive director

Takudzwa Tanyaradzwa Hove (35)
BCom (Hons) Accounting (Nelson Mandela Metropolitan University) CA(SA), ACMA, CGMA

Appointed: 4 September 2013

Nationality: Zimbabwean

Board subcommittee: Audit and risk committee

Investment committee

Expertise and experience: Mr Hove worked for AEEI from April 2009 until September 2013 and held several positions, including Group financial manager and corporate finance executive. He is very knowledgeable of the Group’s diverse operations, having worked closely with the operational heads of the Group’s businesses. He is currently an executive director of Independent Media (Pty) Ltd.

Major directorships: Independent Media (Pty) Ltd, African Technology and Media Holdings (Pty) Ltd, Premier Fishing and Brands Ltd, AYO Technology Solutions Ltd, Condé Nast Independent Magazines (Pty) Ltd, Allied Publishing Ltd and Allied Media Distributors (Pty) Ltd.

Independent non-executive director

Zenariah Barends (55)
Diploma in Library and Information Science and BA (Honours) (UWC)

Appointed: 14 November 2014

Nationality: South African

Board subcommittee: Chairman of the transformation committee

Social and ethics committee

Expertise and experience: Ms Barends is the chairperson, trustee and board member of a number of civil society institutions including Inyathelo: The South African Institute for Advancement. She has a long history of involvement in arts and culture through the Cape Cultural Collective as well as a strong track record in human rights activism. She served as the Western Cape Head of Investigations of the Truth and Reconciliation Commission – a commission chaired by Nobel Laureate, Archbishop Desmond Tutu.

In her current portfolio, Ms Barends is chief of staff at Independent Media (Pty) Ltd. She was appointed as a senior executive at Sekunjalo Investment Holdings (Pty) Ltd earlier this year. Her portfolio includes coordinating the involvement of the Sekunjalo Group in the BRICS Business Council, where she has also served as the Chief Secretariat of the South African Chapter of the BRICS Business Council (SA BBC). She is also responsible for coordinating the Sekunjalo Group’s various World Economic Forum activities, which include the Group’s involvement in the Global Agenda Council on Emerging Multinationals and the Global Growth Companies Advisory Board.

Major directorships: Chairperson of the Board of Trustees of Inyathelo: The South African Institute for Advancement.

BOARD POWERS AND PROCEDURES

The Board assumed ultimate responsibility and accountability for the performance and affairs of the Group and ensured effective leadership on an ethical foundation. It serves as the focal point and custodian of corporate governance for the Group. The Board sets and steers the direction of the Group to ensure that it brings informed, independent and effective judgment and leadership on all material decisions reserved for the Board. It ensures that strategy, risk, performance and sustainable development issues are effectively integrated and appropriately balanced. (King IVTM – Principles 1, 2, 3, 4 and 6)

The Board believes that diversity is an essential component for sustaining a competitive advantage. Directors are chosen for their corporate leadership skills, experience, expertise and gender diversity. The Board believes that the current mix of knowledge, skill and experience meet the requirements to lead the Group effectively. Through the contributions of all directors, AEEI has established a suitable balance of power and a solid framework for the examination, calculation and management of risk. The Board has a policy that allows for the clear division of responsibilities to ensure a balance of power and authority. This means that no one individual has unlimited powers when it comes to decision-making. (King IVTM – Principles 1, 8 and 10)

The independent non-executive directors are considered to have the necessary skill and experience to bring balanced and independent judgment to the Board. While all directors have equal responsibility for monitoring the Group’s affairs, it is the role of the CEO and the executive management team to run the business within the parameters prescribed by the Board and to produce clear, accurate and timely reports, thus enabling the Board to make informed decisions. (King IVTM – Principles 7 and 8)

The Board and its committees continue to monitor the implementation of compliance to policies and processes and improve upon them and to mitigate the risk of non-compliance with all applicable laws. (King IVTM – Principle 11)

The Board regularly reviews the Group’s governance structures and processes to ensure that they support effective and ethical leadership, good corporate citizenship and sustainable development and to ensure that they are applied in the best interests of the Group’s stakeholders. The Group has the necessary policies and processes in place to ensure that all subsidiaries adhere to Group’s requirements and governance standards. The Board is involved in the decision-making of its subsidiaries on material matters and is satisfied that its delegation of authority framework contributes to role clarity and effective exercise of authority and responsibilities. (King IVTM – Principle 1, 2 and 3)

The Board has full and unrestricted access to all Company information, records, documents and property and monitors the non-financial aspects relevant to the businesses of the Group. The Board recognises its responsibility to report and communicate all matters of significance to all of its stakeholders and to ensure effective communication between internal and external stakeholders. The Board encourages attendance of its directors and chairpersons of its committees at the annual general meetings (AGM).

The Company’s Memorandum of Incorporation (MOI), the Companies Act, King IVTM and the JSE Listings Requirements set out the directors’ responsibilities, rights and obligations. Directors are required to comply with all relevant legislation and required to maintain strict confidentiality of all information relating to the business of the Company. The conduct of directors shall be consistent with their duties and responsibilities to the Company and indirectly to the shareholders.

The Board is satisfied that it discharged its duties and obligations as described in the Board charter during the year under review.

During the year under review, the following change was made to the position of company secretary:

  • With effect from 13 January 2017, Ms Cherie Hendricks resigned as the interim company secretary and Ms Nobulungisa Mbaliseli has been appointed as the new company secretary.

ETHICAL AND RESPONSIBLE LEADERSHIP

The Board provides effective leadership based on a principled foundation and the Group subscribes to the highest ethical standards. Responsible leadership, instilled by the values of responsibility, transparency, accountability and fairness, has been a defining characteristic of the Company since inception.

AEEI’s fundamental objective has always been to do business ethically while building a sustainable Company that recognises the short and long-term impact of its activities on the economy, society and the environment.

The Group is governed by the Group Code of Conduct and Code of Ethics. The Code of Ethics requires all directors, management and employees to obey the law, respect others, to be honest and fair and to protect the environment. The Code of Conduct articulates AEEI’s commitment to doing business according to best practices, the right way and guided by our values. (King IVTM – Principles 1 and 2)

RESPECTED CORPORATE CITIZENSHIP

The Board and management recognise that AEEI is an economic entity and also a corporate citizen and that it has a social and moral standing in society with all the attendant responsibilities. Further information is provided in our corporate social investment report. (King IVTM – Principle 3)

COMPOSITION OF THE BOARD, COMMITTEES AND APPOINTMENT OF DIRECTORS

The Board recognises and embraces the benefits of a diverse Board. Diversity is core and an essential component for sustaining a competitive advantage. Directors are chosen for their leadership and business skills, experience and expertise. The Board of AEEI is diverse in terms of race, gender, composition and academic backgrounds and business skills. (King IVTM – Principle 7)

The committees established by the Board play an important role in enhancing standards of governance, ethics and effectiveness within the Group. The terms of reference of the Board and its committees are reviewed and amended as required in terms of legislation annually.

The nomination committee makes recommendations to the Board for the appointment of new non-executive directors. In the Board’s opinion, all directors have the relevant knowledge, skills and experience to make a meaningful contribution to the Company’s business. The Board believes that, as long as non-executive directors remain completely independent of management and relationships that could significantly affect their decisions and advice and are of the right calibre and integrity, they can perform the required function of looking after the Company’s interests.

Appointments to the Board are formal and transparent and a matter for the Board as a whole. The Board specifically considers the independence of directors and their other commitments when they are first appointed, as well as annually, or at any other time when a director’s circumstances change and warrant re-evaluation. This is done to determine whether the director has sufficient time to discharge his or her duties effectively and is free from conflicts that cannot be managed satisfactorily. Should the nomination committee be of the view that a director is over-committed or has an unmanageable conflict, the chairman will meet with that director to discuss the resolution of the matter, to the satisfaction of the committee. (King IVTM – Principle 7)

In terms of the MOI of the Company, no director shall be appointed for life or for an indefinite period and the directors shall rotate in accordance with the provisions set out in the MOI. All directors shall retire from office provided that, if a director is appointed as an executive director or an employee of the Company in any other capacity, he or she shall not, while he or she holds that position or office, be subject to retirement by rotation and he or she shall not in such case be taken into account in determining the rotation or retirement of directors.

The Board is of the view that all the non-executive directors exercise independent judgment at all times with respect to material decisions of the Board. (King IVTM – Principle 8)

BOARD COMPOSITION – DIVERSITY

EVALUATION OF THE BOARD, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS

The Board and committees are evaluated annually by its members and improvement in areas are identified and addressed appropriately to ensure effective functioning. Ever-changing issues facing companies make it essential to look at the agenda items of the Board to ensure that it stays aligned with good governance and ethics, meets current needs and best practices and matters of strategic importance. The independence of directors and their other commitments are also evaluated. The results of these evaluations are not disclosed in the integrated report. The non-executive chairman concluded that the Board is functioning well and noted minor areas for improvement. The independent non-executive chairman and remuneration committee evaluates the performance of the executive directors annually. The nomination committee evaluates the independence of the non-executive directors on an annual basis. (King IVTM – Principles 7 and 9)

The Board appraises the performance of the CEO, the CFO and the corporate affairs director on an annual basis and identifies areas of improvement, which are appropriately addressed. The Board confirmed that they were happy that the executive directors carried out their duties with due skill and diligence and in the best interest of the Company for the period under review.

The Board is of the view that all non-executive are independent and specifically reviewed the independence of directors whose tenure is nine years or longer. Reverend Dr Mehana and Messrs Young and Gaomab are in excess of nine years’ tenure and the Board is satisfied that they are still independent after taking into account their experience, skills and diversity. (King IVTM – Principle 9)

INDEPENDENT NON-EXECUTIVE CHAIRMAN

The independent non-executive chairman of the Board is Reverend Dr Vukile Charles Mehana.

During the year under review, the chairman ensured that the Board functions efficiently and provided guidance and overall leadership to the Board and the Group. He ensured the integrity and effectiveness of the Board and its committees and ensured that Board members were fully involved in and informed of any business issues on which a decision had to be made. He ensured Board members exercised independent judgment, acted objectively and all relevant matters were placed on the agenda and prioritised accordingly for discussion by the Board.

He ensured that executive members played an effective management role and participated fully in the operations, governance and ethics of the Group. He availed himself to the CEO and executive management between Board meetings to provide counsel and advice. (King IVTM – Principle 9)

OUR EXECUTIVE TEAM

CHIEF EXECUTIVE OFFICER

Mr Khalid Abdulla is the CEO of the Group and is an executive director appointed by the Board.

During the year under review, he was responsible for leading the implementation and execution of the approved strategy, policy and operational planning. He served as the chief link between management and the Board and is accountable to the Board.

He continued with the implementation of the Group’s Vision 2020 Vision strategy as approved by the Board. He reviewed the annual business plans and budgets that support the Company’s long-term view and made recommendations thereon. He is responsible for aiding the achievement of performance goals, objectives and targets as well as maintaining an effective management team and management structures. He ensured that the appropriate policies were formulated and implemented to guide activities across the Group and ensured effective internal organisation and governance measures were deployed. A succession plan is in place for the CEO in the event of unplanned leave or planned resignation. (King IVTM – Principle 10)

CHIEF FINANCIAL OFFICER

Ms Chantelle Ah Sing is the CFO of the Group and is an executive director.

During the year under review she assisted the Board to protect and manage the Company’s financial position with the assistance of the audit and risk committee. She ensured that the financial statements are fairly presented and contained the proper disclosures. She ensured that the appropriate internal controls and regulatory compliance policies and processes are in place and that non-financial aspects relevant to the business of the Company were identified.

The audit and risk committee has considered the expertise and experience of the CFO and deems it appropriate. The audit and risk committee has considered and is satisfied that the finance department has the appropriate expertise and is adequately resourced. (King IVTM – Principle 10)

CORPORATE AFFAIRS AND SUSTAINABILITY

Ms Cherie Hendricks handles the corporate affairs and sustainability of the Group and is an executive director.

During the year under review, she ensured an effective ethical culture and corporate governance is maintained in the Group. She reported to the Board on social and economic development, B-BBEE, sustainable development, transformation and good corporate citizenship, with the emphasis on corporate social responsibility within the focus areas. She ensured that stakeholder relationships and stakeholder engagement activities, consumer relationships including public relations and marketing were managed effectively. She ensured that the human resources function and employment activities were aligned with Group policies. She updated Board policies and charters in compliance with statutory, regulatory and legislative requirements for adoption and approval by the Board.

She is responsible for writing the integrated report, the notice of the annual general meeting and form of proxy to shareholders and ensured the timeous delivery thereof. (King IVTM – Principle 10)

PRESCRIBED OFFICER

Mr Khalid Abdulla is the prescribed officer. The prescribed officer is required to perform his function and exercise his duties to the same standard of conduct applicable to all directors and is subject to the same liability provisions applied to directors.

During the year under review he exercised general executive control over the management of the subsidiaries in the Group and to a degree, regularly participated in the exercise of general executive control of the business units and activities of the Group.

The prescribed officer is not remunerated separately for this function.

COMPANY SECRETARY

Ms Nobulungisa Mbaliseli was appointed as the company secretary effective 13 January 2017 and Ms Cherie Hendricks stepped down as the interim company secretary. The company secretary is accountable to the Board.

During the year under review, the company secretary provided guidance to the directors in terms of their duties, responsibilities and powers and their responsibilities and liabilities under the Companies Act. She made the Board aware of changes to any relevant law affecting the Company. She prepared Board packs and recorded detailed minutes of meetings. She ensured that Board and committee meetings and the annual general meeting of the Company were properly and orderly conducted. She disclosed the corporate actions, SENS announcements and directors’ dealings in securities and ensured compliance with the JSE Listings Requirements and the Companies Act.

The Board has considered the competence, qualifications and experience of the company secretary and is satisfied that they are appropriate. This was concluded after due assessment following a review by the remuneration committee of the Company regarding the company secretary’s qualifications, experience and performance.

The Board is satisfied that an arm’s length relationship exists between the company secretary and the Company, as she is not a member of the Board, is not involved in the day-to-day operations of the Company and is not a prescribed officer.

BOARD COMMITTEES

The Board has established a number of committees to assist it in performing its statutory duties and to fulfil its effective decision-making processes. Specific responsibilities with formally delegated powers have been assisted to the committees to perform their functions, with defined regulations and terms of reference to promote independent judgment and assist with the balance of power.

STATUTORY DUTIES

The audit and risk, remuneration, investment, transformation, nomination and social and ethics committees are constituted as statutory committees of the AEEI Board in respect of their statutory duties in terms of the Companies Act and King IVTM and are accountable to the Board and shareholders. These are committees of the Board in respect of all other duties the Board assigns to them and have been delegated powers to perform their functions in accordance with all regulatory requirements including the Companies Act and King IVTM.

TERMS OF REFERENCE

All committees function according to Board-approved terms of reference as contained in each committee’s charter and/or policy. Each committee adopted its policy/charter with the terms of reference approved by the Board. Each committee reviews its policy on an annual basis to ensure it remains current and updated.

All committee charters and polices were reviewed during the year with changes being made to take into account new regulatory requirements and King IVTM to ensure best governance practices. These charters and polices were formally tabled at each committee meeting and adopted by the Board of directors.

The chairman of each committee reports back to the Board at each Board meeting and embraces the principles of transparency and full disclosure.

The delegation of authority to Board committees does not mitigate or discharge the directors and the Board from their duties and responsibilities.

The company secretary, Ms N Mbaliseli is the secretary to all of the above committees.

Reverend Dr VC Mehana resigned from the audit and risk committee on 18 August 2017 to improve governance, as the chairman of the Board cannot be a member of the audit and risk committee.

Taking into account the various inputs, including the outcomes, the Board combined the social and ethics and the transformation committee’s going forward.

Board committee members are authorised to obtain independent outside professional advice when necessary.

DIRECTORS’ DETAILS AND ATTENDANCE AT MEETINGS

CONFLICT OF INTEREST

All directors of the Company and its subsidiaries, including senior management, are required to submit a list of their directorships and interests in contracts at each Board meeting.

Directors are required to disclose their personal financial interests and those of persons related to them, in contracts or other matters in which the Company has a material interest. Where a potential conflict of interest exists, directors are expected to recuse themselves from the relevant discussions and decisions.

No director had a material interest in any significant contract with the Company or any of its subsidiaries during the year.

COMPLIANCE WITH LAWS, RULES, CODES AND STANDARDS

The Board ensured that the Company complied with all the laws, codes, rules and standards including, but not limited to, the JSE Listings Requirements, King IVTM, the Companies Act, Competition Law, legislative and environmental standards, consumer protection laws, employment legislation, international laws and legislation as well as compliance in terms of corporate governance, ethics, risk, technology and information. The Board considers adherence to non-binding rules, codes and standards.

The Board reviews the compliance with laws, regulations, codes and other standards and continually monitors the implementation of the legal compliance processes. Board policies and charters were updated during the year under review in compliance with statutory, regulatory and legislative requirements. (King IVTM – Principle 13)

ANNUAL FINANCIAL STATEMENTS

The directors are required by the Companies Act to maintain adequate accounting records and are responsible for the preparation of the annual financial statements based on appropriate accounting policies.

AEEI’s financial statements are based on appropriate accounting policies as set out in the notes to the financial statements and are supported by reasonable and prudent significant judgments and estimates.

The external auditors are responsible for considering internal controls relevant to the preparation of the financial statements in order to design audit procedures that are appropriate under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control systems.

The Board established formal and transparent arrangements with the external and internal auditors and ensured that timely and accurate disclosure was made of any information that would be of material importance.

The Board ensured that assurance services and functions enabled an effective control environment and that these support the integrity of information for internal and external decision-making and of the organisation’s external reports in achieving the organisation’s objectives.

The external auditors assessed whether the financial statements conform to IFRS, the JSE Listings Requirements and the Companies Act.

The Board is satisfied that the financial statements are fairly presented and contain proper disclosures and appropriate internal controls and that regulatory compliance processes were followed in the preparation of the annual financial statements.

The external auditors offered reasonable, but not absolute, assurance of the accuracy of the financial statements. AEEI’s management is responsible for the preparation of the financial statements. (King IVTM – Principle 15)

DEALING IN GROUP SHARES

In terms of the JSE Listings Requirements, directors, officers and employees of the Company are not permitted to trade in the shares of the Company during closed periods, which commence at the end of the first six months of the financial year (end February) and financial year-end (end August) and during periods when the Company is trading under a cautionary announcement. The company secretary disseminated written notices to all directors and senior management throughout the Group informing them that dealing in AEEI shares during the closed periods is prohibited.

Directors are required to seek the authority of the independent non-executive chairman prior to dealing in shares of AEEI. Accordingly, directors are not permitted to make use of internal Company information when deciding to deal in the Company’s shares.

In accordance with the JSE Listings Requirements, the Board reinforced the Code of Conduct for insider trading. During the year under review, directors were updated according to any changes in terms of the JSE Listings Requirements.

All dealings in Company shares by the directors are reported on SENS within 48 hours of the trade having been made.

COMMUNICATION

AEEI places great value on the high standards of corporate governance, ethics, communication, transparency of information in terms of the Promotion of Access to Information Act, and regulatory and other directives relating to the dissemination of information. AEEI’s primary emphasis is to protect its reputation through managing the Company’s relationships with its stakeholders.

The Group subscribes to a policy of full, accurate and consistent communication with regard to all its affairs. The Board seeks to present a balanced and understandable assessment of the Group’s position at all times when reporting to stakeholders.

The integrated report deals adequately with disclosures relating to financial statements, auditors’ responsibility, accounting records, internal controls, risk management, accounting policies, adherence to accounting standards, going concern issues, as well as the Group’s adherence to established codes of governance.

The independent non-executive chairman and CEO regularly communicated with major shareholders, institutional investors, analysts and the media during the period under review. The Group acknowledges the role of the media, especially that of financial journalists and it endeavours to assist these role players as much as possible.

The Group encourages shareholders to attend the annual general meeting (AGM), which provides them with an opportunity to raise concerns and ideas and to participate in discussions at the AGM. The Group publishes its financial results on SENS and shareholders are advised that a copy of the integrated report is available on the Company’s website and at the registered offices of the Company. (King IVTM – Principle 16)

CORPORATE CODE OF ETHICS AND CODE OF CONDUCT

The Group subscribes to the highest levels of professionalism and integrity in conducting its businesses and dealing with all stakeholders. All employees are expected to share its commitment to high morals, ethical practices, the Company’s values, moral conduct and legal standards.

The Board continues to provide effective leadership based on a principled foundation AEEI’s leadership is characterised by the values of responsibility, accountability, fairness and transparency. One of AEEI’s fundamental objectives has always been to do business ethically while building a Company that is sustainable, taking into account the short, medium and long-term activities of the economy, society and the environment.

In executing its responsibilities, the social and ethics committee considered and monitored the Group’s activities, having regard to legislation, human rights and prevailing practice in matters relating to social and economic development, including compliance with the 10 principles of the United Nations Global Compact and labour and employment activities. Refer to the social and ethics committee report.

The Board of AEEI recognises that the Company is an economic entity and a corporate citizen and has a social and moral standing in society with all the attendant responsibilities. Refer to Social Sustainability on .

AEEI’s Code of Ethics addresses corruption, bribery, conflicts of interest and human rights and governs the Group’s approach to ethical behaviour and fair business practice. All directors and employees are aware of the Code of Ethics and Code of Conduct, which are maintained throughout the Group. The Code of Ethics and Code of Conduct were updated during the year under review and approved by the Board. Through The Way We Work Policy, the Group subscribes to a code of ethical and moral behaviour that requires total transparency for all stakeholders. AEEI prides itself on fairness and honesty and is intolerant of theft and dishonesty. (King IVTM – Principles 1, 2, 3 and 16)

REPORTING UNETHICAL BEHAVIOUR

Employees and stakeholders are able to report any breach of the Code of Ethics via the Group’s anonymous reporting facility. During the period under review there were no reported allegations of unethical behaviour to the reporting facility.

ENGAGING WITH OUR STAKEHOLDERS

The Group’s stakeholder engagement is governed by the recommendations of King IVTM. AEEI has a stakeholder engagement framework, which includes communication guidelines and corporate identity. AEEI’s stakeholder engagement framework outlines the Company’s approach to communicating and working with our stakeholders. Engagement is an integral part of developing an understanding of our stakeholders’ needs, interests and expectations and assists with strategic and sustainable decision-making.

Stakeholder consultation and relationship management is implemented in all divisions of the Group. Our stakeholders’ expectations are identified through regular engagements, personal interactions and our financial and sustainability reports. The Board appreciates that it is required to provide timeous, relevant and accurate information and continually strives to maintain open direct dialogue with all its stakeholders.

AEEI regularly communicated with its stakeholders during the year under review, including presenting the Group’s strategy and performance. Engaging with stakeholders is decentralised and forms part of the operations of our various business units. Each business unit is required to report regularly on its stakeholder engagements. For further information refer to Building relationships with our stakeholders. (King IVTM – Principle 16)

This statement shows the total value created and how it was distributed.

2017 VALUE DISTRIBUTION

VALUE-ADDED STATEMENT

A measure of the value created by the Group is the amount of value added by its diverse activities to the cost of raw materials, products and services purchased.

This statement shows the total value created and how it was distributed.