Corporate Governance Statement
Bell’s board of directors continues to be committed to upholding strong corporate governance standards in the group. The Codes of Corporate Practices and Conduct as set out in the King II Report were applied during the year. The board further supports the recommendations of the recently introduced King III Report (King III) which became effective for financial years commencing on or after 1 March 2010. In this regard, consideration has been given to the King III principles and a number of steps have been taken towards applying these, as appropriate, to our business. The board considers the group’s appropriate application of King III as an essential feature of the way we behave as a responsible corporate citizen and an integral part of our drive to remain a world-class business. Instances where King III recommendations have not been applied are identified and discussed in this report.
An assessment of our compliance with the recommendations made in the King II Report confirms that the group complied with all material aspects of this report in 2010. It is the policy of the group that the Board and management actively review and enhance the group’s systems of control and governance continuously and ensure the group’s business is managed ethically and within acceptable risk parameters. Opportunities for improvement are also identified and addressed on a regular basis and developments in this regard during the year included:
- the establishment of a Risk and Sustainability Committee separate from the Audit Committee to strengthen the focus on risk and sustainability matters impacting on the group’s operations;
- the performance of a gap analysis and King III readiness self-assessment resulting in a number of initiatives being implemented to bridge the gap between current corporate governance practice and King III principles;
- adoption of a revised Board Charter and revision of the terms of reference of board sub-committees to reflect the application of King III recommendations which are relevant to the group;
- the confirmation by the board that a lead independent director would be nominated and appointed in terms of the recommendations of King III as and when required;
- implementation of a group wide compliance programme;
- development of the group’s IT governance policy and the establishment of an IT Steering Committee by management;
- adoption of a stakeholder engagement policy; and
- review and update of the group’s Code of Business Conduct.