44 INTEGRATED ANNUAL REPORT 2022 King IV The Board applies the King IV code on Corporate Governance Principle 1 The governing body should lead ethically and effectively. Board members are elected by NCT members and committed to ethical governance. Principle 2 The governing body should govern the ethics of the organisation in a way that supports the establishment of an ethical culture NCT ethics is overseen by the Social and Ethics committee. The leadership is committed to ethical decision making. Principle 3 The governing body should ensure that the organisation is and is seen to be a responsible corporate citizen. The public relations department ensures that NCT’s social projects are published when implemented by management. Principle 4 The governing body should appreciate that the organisation’s core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process. The Audit and Risk committee oversee all risk matters. Strategy is developed as required by changing circumstances or opportunities that arise throughout the year. Management reviews the NCT business strategy every year. Principle 5 The governing body should ensure that reports issued by the organisation enable stakeholders to make informed assessments of the organisation’s performance, and its short, medium and long-term prospects. NCT publishes an integrated report every year. Financial results are prepared in line with IFRS for SME’s. Principle 6 The governing body should serve as the focal point and custodian of corporate governance in the organisation. Management reports to the Board at each board meeting. The Board meets regularly at which meeting operational and strategic matters are considered. Principle 7 The governing body should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively. The Board comprise of 12 members duly elected by members and appointed by board members as required. The Board are all non-executive directors representing members and comprise of the requisite skills to execute its duties. One director is independent with no direct interest in forestry but brings legal insight. Principle 8 The governing body should ensure that its arrangements for delegation within its own structures promote independent judgement and assist with balance of power and the effective discharge of its duties. A number of committees exist on which board members and management serve and are supported by terms of reference. Principle 9 The governing body should ensure that the evaluation of its own performance and that of its committees, its chair and its individual members, support continued improvement in its performance and effectiveness. A formal evaluation was not undertaken in the reporting period. Principle 10 The governing body should ensure that the appointment of, and delegation to, management contribute to role clarity and the effective exercise of authority and responsibilities. Executive functions are delegated to the General Manager who in turn subdelegates functions to the executive management. Principle 11 The governing body should govern risk in a way that supports the organisation in setting and achieving its strategic objectives. Risk matters are reviewed by management and reported to the Audit and Risk committee. Principle 12 The governing body should govern technology and information in a way that supports the organisation setting and achieving its strategic objectives. NCT is supported by a dedicated IT department who develops technology as required by the NCT business. ICT practices are supported by various policies and procedures. Principle 13 The governing body should govern compliance with applicable laws and adopted, non-binding rules, codes and standards in a way that supports the organisation being ethical and a good corporate citizen. NCT continues with business practices in line with all applicable legislation, codes of practices such as FSC, PEFC, ISO 9001, King IV, and the principles of good governance for co-operatives. Principle 14 The governing body should ensure that the organisation remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term. NCT remunerates in line with industry players which is monitored through salary benchmarking Packages and benefits are structured to attract and retain talent on the different occupational levels. Principle 15 The governing body should ensure that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal decision-making and of the organisation’s external reports. Combined assurance is obtained through external auditors and internal auditors.
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