Governance & Risk

GOVERNANCE

Peregrine’s Board is committed to transparency, accountability and integrity, complying with the recommendations as set out in the King III Report and applicable laws. The Board aims to integrate responsible corporate citizenship into the Group’s growth strategy and to embed sound corporate governance values and principles into daily operations and processes in order to build a culture of sustainability. It further endeavours to ensure that these sustainability components form part of all strategic decisions, audits and assessments.

The companies falling under the Group’s offshore subsidiaries, Stenham Group and Peregrine International Holdings are governed by the laws and regulations applicable to their respective foreign jurisdictions.

Board of Directors

The Board remains responsible and accountable for the performance and affairs of the Group and has full control over all the subsidiaries of the Group. The Directors acknowledge that responsibility for safeguarding Peregrine's sustainability rests with them. During 2011 the Board codified the values on which Peregrine's good corporate citizenship is based in a new formal Code of Conduct, which is reviewed and, if necessary, amended from time to time.

Peregrine’s Board actively reviews and enhances the Group’s systems of internal control and governance on a continual basis to ensure that the business is managed ethically and within prudently determined risk parameters, in conformity with South African accepted standards of best practice.

Since 1 April 2014, Peregrine’s unitary Board has been chaired by SA Melnick, who, from that date, relinquished all executive duties and, as at 1 August 2017, comprises a further seven Directors, two of whom are Executive and one of whom is the previous Chairman, LN Harris, who is the Lead Independent Non-Executive Director. In line with the King III Report, the majority (six) are Non-Executive Directors, four of whom are classified as independent. One of the Directors is female and one male Director is black.

Click here to view the names and brief curriculum vitae of each Director.

Board Committees

Peregrine has an established Group Audit Committee, Group Remuneration Committee, Group Risk and Compliance Committee, and a Group Social and Ethics Committee that assists the Board in discharging its collective responsibility of sound corporate governance. Having regard to the provisions of King III and the JSE Listings Requirements, the Board regularly assesses the composition of the committees and the functions carried out by the Non-Executive Directors as members of the various subcommittees.

An independent non-executive director chairs each committee.

Remuneration of Directors

The Board in November 2015, approved a revised basis on which the Group Executive Directors' incentives, both short and long-term, would be determined. Both the Group Remuneration Committee (Group Remco) and the Board believes this updated method to be more appropriate to the Peregrine Group's activities and operations, and will more clearly demonstrate the linkage between performance and rewarding Group Executives fairly.

The Group Remuneration Committee (Group Remco) assists the Peregrine Holdings’ Board by ensuring that Group remuneration and recruitment is aligned with the overall business strategy, with the aim of enabling Peregrine to attract and retain personnel who will create long-term value for all stakeholders.

The Group Remco is assisted in its task by the remuneration committees that have been established within the major subsidiaries, which enable them to apply the same objectives to their unique operations and their strategic objectives.

More information on the remuneration of Directors is contained in the Group Remuneration Report, set out under the Corporate Governance section of our 2017 Integrated Report.

Company Secretary

The Company Secretary, Peregrine Management Services (Pty) Limited, is responsible for ensuring that Board procedures are in compliance with relevant regulation and legislation and that full compliance is adhered to.

Wherever necessary, Peregrine's Sponsors and other relevant advisors/experts will be invited to become involved to ensure that the Directors have adequate information to sufficiently discharge their responsibilities.

Ethics

In compliance with the requirements of the Companies Act, the Social and Ethics Committee was formed by the board during July 2012.The committee is chaired by an independent non-executive director and includes two executive directors. The objective of the committee is to review and approve the policy, strategy and structure to manage transformation and social and ethics issues in the Group. Amongst the issues falling within the scope of the committee's functions are social and economic development, good corporate citizenship and environmental issues, the latter including climate change.

A formal Code of Conduct (‘the Code') is in place and is approved by the board, setting out standards of integrity and ethics in dealings with all stakeholder groups including suppliers, customers, business partners, stakeholders, government and society at large.

Every employee of Peregrine is expected to subscribe to the Code, which requires all to act with honesty and integrity in all dealings with stakeholders; to interact with fairness, dignity and respect within and outside of the Group in all business dealings; and to create and protect a credible and well-reputed business and working environment free from harassment and discrimination.

The Code is communicated to all employees and is reviewed annually.

Dealing in securities

In accordance with the listing requirements of the JSE Limited:

  • Directors of the Holdings Board as well as directors of major subsidiary companies require advance approval from the Chairman, Deputy Chairman or CEO, prior to them or any of their associates dealing in Peregrine shares;
  • Once executed, appropriate disclosure is made on the Securities Exchange News Services (SENS).

In addition to the above:

  • The board has implemented a formal trading policy prohibiting all directors, officers and employees of the Peregrine Group from dealing in Peregrine shares during closed periods which start at the close of the interim and annual reporting periods and last until the financial results are announced on SENS. Closed periods also include periods during which the company is trading under a cautionary announcement;
  • Appropriate personal account trading rules are in place within the subsidiary companies.
RISK

Within an ever changing and complex financial services environment, the Board recognises that risk management needs to be a dynamic process with a framework that is robust enough to effectively manage and react to change in an efficient and timeous manner.

Peregrine acknowledges that risk management is a corporate discipline demanding the highest quality processes, training and infrastructure, so that corporate executives at all levels can understand and control risks in their business units and across the entire business. To this end Peregrine’s risk methodology integrates risk and legal compliance and internal audit in a single database. Risks, as set out in a formal risk matrix in the database, are monitored on a daily to a monthly basis, depending on their respective nature and severity.

The Board is responsible for the governance of risk and it reviews and approves the risk management infrastructure, framework, policies and overall risk tolerance.

RISK MANAGEMENT PROCESS: