41 INTEGRATED ANNUAL REPORT 2024 Secretary’s Declaration I hereby confirm that, in my opinion as Secretary, the Co-operative has filed all returns required in terms of the Cooperatives Act to the Registrar, and that all such returns are to the best of my knowledge, true, correct and up to date. I further confirm that all annual returns were filed for each of the subsidiary companies as required by the Companies Act. L J SIMPSON | SECRETARY 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 comprised 12 members duly elected by members and co-opted 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. Several committees exist on which Board members and Management serve and are supported by terms of reference. During the reporting the period the Board reviewed and approved the delegation of authority. 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 Senior 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. Various risks were identified, and mitigating measures were implemented. 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, and King IV. The Secretary acts as Legal Counsel and advises the Board and Management on legal compliance. During the reporting period NCT became classified as an accountable institution in terms of the Financial Intelligence Centre Act. The Board appointed an AML officer and adopted a Risk Management and Compliance Programme. Principle 14 The governing body should ensure that the organisation remunerates fairly, responsibly, and transparently to promote the achievement of strategic objectives and positive outcomes in the short, medium, and long term. NCT conducted a remuneration benchmarking survey. It reflected that overall employment packages and benefits are appropriately structured when considering the overall market. 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. Principle 16 In the execution of its governance role and responsibilities, the governing body should adopt a stakeholder-inclusive approach that balances the needs, interests, and expectations of material stakeholders in the best interests of the organisation over time. NCT has identified all stakeholders which forms an integral part of the NCT business model. NCT Management engages regularly with NCT members, employees, trade unions, government, communities, service providers and industry players.
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