king _iv
//disclosures
the _Perishable Products Export Control Board
| Principle | Summary of Disclosures Made | Internal Policy/Document or Report Referenced |
|---|---|---|
Principle 1The governing body should lead ethically and effectively. | The PPECB Board endeavours to lead ethically, effectively and with integrity. It has adopted a code of conduct, which was approved by the Board. The PPECB has a Board member and employee declaration of interest and gift policy to ensure that Board members and employees act in good faith. The employee declaration of interest policy was amended to include disclosing personal relationships with suppliers or customers while there is a simultaneous business relationship. Employees and Board members are required to disclose any interests on an annual basis and as these arise. Board members are also required to disclose any interests relating to agenda items of a particular meeting. |
|
Principle 2The governing body should govern the ethics of the organisation in a way that supports the establishment of an ethical culture. | The Operations department remains committed to ensuring the sustainability and longevity of the PPECB by upholding the highest standards of ethics and corporate governance practices. During the period under review, the PPECB values were reviewed and changed. The code of conduct will be updated to reflect the changes made. The Executive Management Committee (EXCO) and the Risk Management Committee (RISCO) monitor compliance with this code at all times. The PPECB has an independently-managed fraud and ethics hotline, and the investigation of such calls is reported to the Audit Committee. |
|
Principle 3The governing body should ensure that the organisation is, and is seen to be, a responsible corporate citizen. | The focus of the PPECB remains the reduction of manual interventions and the drive towards a “paperless” way of doing business. The PPECB has again presented its annual Charity Golf Day, where 156 golfers participated, resulting in an amount of R60 000 handed to the nominated charity. Through its collaboration with the Department of Agriculture, Land Reform and Rural Development (DALRRD) and all nine provinces, the PPECB also managed to train 721 smallholder farmers and certified 105 as export-ready. The PPECB also continued providing support to communities through programmes and established seven sustainable gardens, serving as a source of food and income. The programme touched the lives of 3 968 beneficiaries during the year under review. The PPECB appointed a service provider with the main objective of determining the PPECB’s corporate carbon footprint, which was calculated for all PPECB offices, the Laboratory and travelling. The report indicated that electricity and business travel were the main contributors to the green house gas (GHG) emissions. A draft carbon footprint action plan was circulated to the EXCO members as well as the PPECB Innovation Forum for consideration and input. Once input is consolidated, a final action plan will be submitted to the EXCO and the Board for approval. Actions will be monitored and outcomes will be reported on at each EXCO and Board meeting. The development of an environmental, social and governance (ESG) dashboard is a future focus area. |
|
Principle 4The governing body should appreciate that the organisation’s core purpose, risk and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process. | Please visit https://ppecb.com/document-category/annual-reports/ for full corporate governance disclosures, integrated reports and annual financial statements and reports. | |
Principle 5The 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. | Please visit https://ppecb.com/document-category/annual-reports/ for full corporate governance disclosures, integrated reports and annual financial statements and reports. Achieved a 100% rating on organisational performance indicators relating to operations. |
|
Principle 6The governing body should serve as the focal point and custodian of corporate governance in the organisation. | The corporate governance framework enables the Board to:
The Board’s approach to corporate governance is based on the fact that sound governance is essential to creating a sustainable business. The Chairpersons of the Board, Audit Committee and Human Resources Committee were satisfied that it fulfilled its duties and responsibilities for the reporting period as well as the Corporate Governance Report. The number of Board meetings held during the year under review is set out in the Board and sub-committee meetings table on page 22 of the Annual Report. |
|
Principle 7The 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’s composition is set out in the Board and sub-committees tables on pages 16 - 17 of the Annual Report 2022/2023 and reflects the appropriate mix of knowledge, skills, experience, and diversity as evidenced by the qualifications and interests of each Board member as set out in the Board qualifications table. The members of the Board cannot be considered independent as recommended by this principle, as detailed in the Corporate Governance and Audit Committee reports. The PPECB Board members are appointed by and are accountable to, the Minister of Agriculture, Land Reform and Rural Development. They represent seven of the largest export groups as determined by export volume, as well as a member designated by the Minister of Agriculture, Land Reform and Rural Development. The majority of the non-executive Board members and Chairperson of the Board cannot be categorised as independent, as recommended by principle seven of the King IV Report. To discharge its duties more effectively, the Board has approved and delegated authority on specific matters to the following committees: an Audit Committee and a Human Resources Committee, where social and ethics matters are considered and discussed. |
|
Principle 8The 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. | The Board and sub-committees meet at least four times per annum, or as circumstances necessitate and follow a formal agenda to ensure that all substantive matters are addressed. The roles and responsibilities of the Board are disclosed in the Board and sub-committees table on page 18 of the Annual Report 2022/2023 and addressed in more detail in the Corporate Governance Report. The satisfaction of the Audit Committee in relation to the independence, appointment, and performance of the external auditors is set out in the Audit Committee report and the Financial Statements. The Chairpersons of the Audit Committee and Human Resources Committee are satisfied that they have fulfilled their responsibilities in accordance with the relevant charters for the reporting period. To discharge its duties more effectively, the Board has approved and delegated authority on specific matters to an Audit Committee and a Human Resources Committee, where social and ethics matters are considered and discussed. Information and Communications Technology (ICT) strategic projects and risks was a standing agenda item for the Audit Committee, and now the Board. |
|
Principle 9The governing body should ensure that the evaluation of its own performance and that of its committees, its chair and its individual members supports continued improvement in its performance effectiveness. | The Board conducts a formal, externally facilitated evaluation process of the Board, Chairperson of the Board, Audit Committee, CEO, Chief Financial Officer (CFO) and company secretary at least once during the Board’s term of tenure. An external service provider, appointed through a transparent procurement process, facilitates the evaluation process. The Audit Committee has an oversight role in monitoring the organisational performance against an approved Annual Performance Plan (APP). The Audit Committee provides input on the evaluation results of the performance review of the CFO, evaluated by the CEO. The Chairperson of the Board evaluated the performance of the CEO by analysing the agreed key performance areas and subsequently reported on it prior to the Board meeting in June 2023, following the previous reporting period. |
|
Principle 10The governing body should ensure that the appointment of, and delegation to, management contribute to role clarity and effective exercise of authority and responsibilities. | The Board has appointed the CEO, who will, in its opinion, be capable of fulfilling the obligations of the PPECB and has conferred upon the CEO sufficient authority to carry out his responsibilities and ensure a proper process of performance management and succession planning in respect of this position. The CEO has been appointed by the Board in terms of Section 13 of the Perishable Products Export Control Act (Act No. 9 of 1983) (PPEC Act) and is entrusted with the power to manage and control the work authorised by the Board and exercise supervision over the other officers and employees of the Board. Even though the CEO’s employment contract has been renewed for a second term, succession planning for the CEO remains a focus area and is managed in terms of the PPECB talent framework. Succession planning has been implemented by ensuring that the Chief Operations Officer (COO) or CFO can take over the role at short notice. Should either the CEO or the PPECB wish to terminate the employment agreement before the termination date, a three-month written notice period is applicable. When the CEO is required to travel abroad for an extended period, the COO, CFO or Chief Information Officer (CIO) are appointed to act in the position of CEO and fulfil all CEO duties accordingly. The Board is satisfied that it has determined the appropriate delegation of authority to ensure that management and the CEO are empowered to manage the day-to-day activities of the PPECB. The PPECB acts in accordance with a Board-approved delegation of authority framework, which stipulates the levels of authority for the CEO, the EXCO and senior managers. The CEO develops the PPECB’s strategy, inter alia, for consideration and approval by the Board. The CEO has appointed suitably qualified Executive Managers to support him in executing the strategy of the Board. All legal, company secretarial and corporate governance matters are managed by the in-house Legal and Corporate Governance Manager, with the assistance of an Assistant Legal Advisor and Junior Legal Advisor, all of whom are suitably qualified employees. The Board is satisfied that the PPECB is appropriately resourced and that its delegation to management contributes to an effective arrangement by which authority and responsibilities are exercised. |
|
Principle 11The governing body should govern risk in a way that supports the organisation in setting and achieving its strategic objectives. | The Board is responsible for establishing and overseeing, and ensuring the integrity of the PPECB’s risk management and systems of internal control; approving the risk management policy, strategy, and implementation plan; and obtaining assurance that key risks inherent in the PPECB’s strategies were identified and assessed and are being properly managed. Although the Board is ultimately accountable, the Audit Committee assists the Board in carrying out its responsibilities in relation to risk management. Risk management is a standing agenda item at each Audit Committee meeting where the Audit Committee considers the effectiveness of the PPECB’s risk management system and ensures that material risks, improvements and opportunities are identified, and appropriate risk management processes are in place. The CEO is the ultimate Chief Risk Officer of the PPECB and is accountable for the overall governance of risk. The RISCO supports the CEO and the EXCO in managing the risk by reviewing the effectiveness of the PPECB’s risk management systems, practices, and procedures and providing recommendations for improvement. The internal audit function assists the Board and management in identifying, evaluating and assessing significant risks and provides assurance as to the effectiveness of related internal controls regarding the focus areas reviewed. A detailed list of the PPECB’s key risks and mitigations is contained in the strategic plan. |
|
Principle 12The governing body should govern technology and information in a way that supports the organisation setting and achieving its strategic objectives. | The Board exercises ongoing oversight of technology and information management and ensures that it results in adherence to the King IV Report. The PPECB’s ICT division is delegated to and managed by the CIO, who reports to the CEO and forms part of the EXCO. The ICT function reports to the Audit Committee and Board on ICT risks and compliance. The ICT governance board comprises the EXCO. The ICT governance board is responsible for achieving compliance with ICT corporate governance and oversight of information technology strategic matters, which include strategic investments, ICT strategy, performance, policies, value, and resourcing. Moreover, it is responsible for aligning ICT initiatives and operations to the current and future strategic objectives of the PPECB. The Strategic Projects Steering Committee (Steercom) is an executive-level governance committee which ensures the successful completion of ICT strategic projects and that the strategic business goals of the project are achieved. The PPECB strategy is very much focused on inter alia creating efficiencies through digitalisation. One of the strategic objectives is the further improvement of the customer experience through seamless integration with PPECB systems. The PPECB has procured and partially introduced an Enterprise Resource Planning (ERP) system to replace the legacy financial and information management system. The ERP will form the backbone of the PPECB’s digital landscape and is set to significantly enhance the customer’s experience. The PPECB has launched its business intelligence (BI) platform, Intellex, providing users with an overview of products inspected and exported during the selected period. The PPECB’s electronic inspection platform, TITAN 2.0®, continues to make strides, with around 92% of all major products inspected using the application. Cybersecurity is a key PPECB focus area, together with ensuring compliance with the Protection of Personal Information Act (Act No. 4 of 2013) (POPIA) and the Promotion of Access to Information Act (Act No. 2 of 2000) (PAIA). FUTURE FOCUS AREAS
|
|
Principle 13The 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. | The Board is responsible for monitoring compliance with applicable laws and with those nonbinding rules, codes and standards with which the PPECB elects to comply. This responsibility will be undertaken on behalf of the Board by the RISCO and the Audit Committee. The Audit Committee is responsible for reviewing the PPECB’s compliance with legal and regulatory provisions. Management is responsible for implementing the required mechanisms to identify and manage compliance through the implementation of an effective compliance framework and processes, which form an integral part of the company’s risk management process. A legal and regulatory report is submitted to the Board on a quarterly basis to inform the Board of relevant laws, rules, codes and standards to enable the Board to adequately discharge its duties in the best interest of the PPECB and with due care, skill and diligence. The Board approved a legal compliance register, which ensures that the PPECB remains focused on complying with applicable legislation. Members of the Employment Equity and Skills Forum were trained to better understand how to prevent and eliminate harassment, in line with the new Code of Good Practice on the Prevention and Elimination of Harassment in the Workplace. Awareness of the Code was raised to the entire business. Cybersecurity is a key focus area, together with ensuring compliance with the POPIA and the PAIA. There were no material penalties, sanctions, or fines for contraventions or non-compliance with regulations during the period under review. |
|
Principle 14The 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. | The PPECB has a board remuneration and administration policy, which is intended to align Board and Board committee attendance allowances and remuneration taking King IV Principles into account. The policy is also in line with Section 9 of the PPEC Act. The remuneration of the Board and Executive Members for the period under review is set out on page 108. |
|
Principle 15The 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. | The Board complies with the provision of Section 51 of the PFMA, which requires that an accounting authority of a public entity must ensure that the public entity has and maintains a system of internal audit under the control and direction of an Audit Committee complying with and operating in accordance with regulations and instructions. The Board has outsourced part of the PPECB’s internal audit function to an independent service provider. The PPECB’s internal audit function adheres to Institute of Internal Auditors (IIA) standards. The Audit Committee monitors and supervises the effective function of the internal audit, ensuring that the roles and functions of the external audit with the internal audit are sufficiently clarified and coordinated to provide an objective overview of the operational effectiveness of the PPECB’s systems of internal control and reporting. The Board has appointed, on the recommendation of the Audit Committee, an independent firm of external auditor(s). The Audit Committee is responsible for obtaining assurance from the external auditors that adequate accounting records are being maintained. The Audit Committee ensures that a combined assurance model is applied to provide a coordinated approach to all assurance activities, and in particular, the Committee is responsible for ensuring: That the combined assurance received is appropriate to address all the significant risks facing the PPECB; Quarterly review the reporting of the internal assurance providers, to ensure assurance is provided timeously and that the assurance is relevant; And quarterly monitor the relationship between the external assurance providers and the PPECB. Where assurance is provided for strategic risks, it is indicated as such on the strategic risk register. The RISCO is responsible for reviewing the PPECB’s risk identification and assessment methodologies to obtain reasonable assurance of the completeness and accuracy of the risk register. The PPECB Internal Auditor is a standing invitee at the RISCO meetings. |
|
Principle 16In 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. | The Board must act as the ultimate custodian of the PPECB’s system of corporate governance by managing its relationships with management and other stakeholders based on sound governance principles. The EXCO accepts its responsibility to address matters of significant concern for all stakeholders, taking into account the need for accountability. The ERP will form the backbone of the PPECB’s digital landscape and is set to significantly enhance the customer’s experience. The PPECB obtained an 89.4% customer satisfaction rating during January 2023, which is in line with previous years. Performance will be monitored and managed through inter alia dialogue with stakeholders. The Human Capital team made use of the feedback obtained through the different employee engagement platforms, such as connect sessions, CEO and COO roadshow sessions, pulse surveys, operational meetings and planned regional visits, by following through on employee queries (ie requests, concerns, questions and suggestions). The PPECB has agreements with all provinces where SAGAP certification and training is provided to selected smallholder farmers to enable their export readiness and thereby increase market access. FUTURE FOCUS AREAS
|
|
//quick Links