Fuller coverage of Bidvest’s corporate governance philosophy, and structures can be found
on our website:

Introduction

At Bidvest, corporate governance is a way of life rather than a set of rules. Stakeholders can only derive full, sustained value from a business founded on honesty, integrity, accountability and transparency.

Good governance is built in by long-standing practice and sturdy structures.

The board commits to good corporate governance in line with international practice while respecting local values and requirements and embraces the recommendations of King II. The board further ensures that the Group complies with the JSE Listing Requirements, the Companies Act, Act No 51 of 1973, and the Corporate Law Amendment Act, Act 24 of 2006 in South Africa and the relevant legislation in other jurisdictions.

Our decentralised business model creates checks and balances at every level within every business. Controls are policed by local teams that are fully acquainted with developments.

Code of conduct

A prime duty of the board, its committees, directors, officers of the Group and managers is to ensure our code of conduct is honoured.

• The highest standards of integrity and behaviour in dealings with stakeholders and wider society
• Business conduct based on fair commercial practice
• That we deal only with business partners that follow ethical practice
• Non-discriminatory employment practices and promotioncorporate governance of employees to realise their potential through training and development
• Proactive engagement on environmental, social and sustainability matters

Code of ethics

• Regular and formal identification of ethical risk areas
• Development and strengthening of monitoring and compliance policies, procedures and systems
• Easily accessible, confidential and non-discriminatory reporting (whistle-blowing)
• Alignment of the Group’s disciplinary code with its code of ethics
• Integration of integrity assessment with selection and promotion
• Induction of new appointees
• Training in ethical principles, standards and decision-making
• Internal audit regularly monitors compliance with ethical principles and standards
• Reporting to stakeholders on compliance
• Independent verification of conformance to our principles and ethical behaviour

Corporate values

• Accountability to employees and shareholders
• Business growth
• Decentralisation
• Entrepreneurship and innovation
• Non-discrimination and equal opportunity
• Fairness and honesty in all interaction with stakeholders
• Respect for human dignity, human rights, social justice and the environment
• Service excellence, creating an exceptional place in which to work and do business
• Transparency and open lines of communications

King III report

A new era in corporate governance began with the publication of the third King Report on Governance for South Africa 2009 (King III) on September 1 2009 for implementation on March 1 2010.

King III was necessitated by the introduction of the new Companies Act and emerging trends in international governance. In contrast to the King II report, King III applies to all entities regardless of the manner and form of their establishment. Bidvest is committed to conforming with good corporate governance in a manner that complements its entrepreneurial flair. We endorse the King III precept that business thrives in a climate of good governance and that sound corporate practices should be integrated into the regular processes of an organisation in a manner that enables value creation.

The board will assess the principles and/or practices contained in King III and where appropriate for the businesses will implement the necessary changes. If any principles and/or practices are found to be inappropriate for the businesses, the board will disclose the reasons for non-implementation and/or non-compliance.