King IV
Disclosures
The table below outlines the reports in the 2023/2024 Annual Report, where disclosures relating to King IV are included.
| PRINCIPLE | SUMMARY OF DISCLOSURES MADE | INTERNAL POLICY / DOCUMENT OR REPORT REFERENCED |
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Principle 1The governing body should lead ethically and effectively. | The PPECB Board endeavours to lead ethically, effectively and with integrity. The role of the Audit Committee is to monitor the ethical conduct of the company, its executives and its senior officials. 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 when discharging their duties. Employees and Board members are required to disclose any interests on an annual basis and as these arise. Board members are required to disclose any interests relating to agenda items of a particular meeting. Such disclosures must be made before discussing the agenda item and via an electronic attendance/declaration register, which is circulated at every committee and Board meeting. See Principle 2 in respect of performance evaluations. |
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Principle 2The governing body should govern the ethics of the organisation in a way that supports the establishment of an ethical culture. | The arrangements for governing and managing ethics include compliance with the PPECB code of conduct and performance evaluations of the Board and Board committees. Measures taken to monitor organisational ethics are the ethics hotline, audits, grievances and disciplinary processes. Any organisational ethical outcomes may be addressed by the Risk Management Committee (RISCO) or Operational Management Committee (MANCO) meetings and, where appropriate, directly with employees. The PPECB has an independently managed fraud and ethics hotline to monitor and promote awareness of potentially unethical employee behaviour. Key focus areas during the period of review included;
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Principle 3The governing body should ensure that the organisation is, and is seen to be, a responsible corporate citizen | The Human Resources and Ethics Committee governs and manages responsible corporate citizenship. Key focus areas during the reporting period included;
Focus areas going forward:
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Principle 4The governing body should appreciate that the organisation’s core purpose, its risk and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process. | The year under review also saw the publication of the revised Perishable Products Export Control (PPEC) regulations. The regulations were published in January 2025 and will come into effect on 18 July 2025. The revised regulations are intended to streamline processes and further promote the orderly export of perishable produce. Consistent with the rollout of the Enterprise Resource Planning (ERP) system, the organisation planned the implementation of a new Human Capital Suite system in 2024. These systems will be at the core of the organisation’s digitalisation strategy and seek to improve organisational efficiencies and stakeholder engagement. The PPECB is certainly not unique and has highlighted organisational culture as one of the major focus areas to ensure the successful delivery of the organisational strategy. Focus areas going forward:
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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. | The PPECB’s strategic plan and budget for the following year are tabled at the Agricultural Portfolio Committee April meeting, while its financial results and annual report for the preceding year are tabled at the September meeting. The PPECB has facilitated several engagement sessions through various channels with key industry players, including growers, packhouses, exporters, cold stores, container depots, port authorities and several software vendors. The PPECB’s stakeholder universe has increased by 18% compared to the previous financial year. The organisation’s key risks and mitigations have been set out as part of the strategic plan. |
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Principle 6The governing body should serve as the focal point and custodian of corporate governance in the organisation. | The Board’s approach to corporate governance is based on sound governance being essential to creating a sustainable business. Board development training is thus critical in ensuring that the principles of good corporate governance are adhered to. The PPECB Board comprises eleven non-executive Board members representing the industries in which the PPECB operates. The PPECB Board members are appointed by and are accountable to the Minister of Agriculture. The PPECB Board endeavours to lead ethically, effectively and with integrity. Focus areas going forward:
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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 PPECB Board members are appointed by and are accountable to the Minister of Agriculture. They represent seven of the largest export groups as determined by export volume, as well as a member designated by the Minister. As such, the majority of the non-executive Board members and the Chairperson of the PPECB Board cannot be categorised as independent, as recommended by principle seven of the King IV Report on Corporate Governance for South Africa 2016. The PPEC Act does not make provision for the appointment of a lead independent board member. In terms of the Perishable Products Export Control Act 9 of 1983 (PPEC Act), Board members serve for a period of three years. The PPECB Board’s third year of its term commenced on 1 February 2025. The composition of the Board can be found in the Board and subcommittees tables on page 18 of the Annual Report 2024/2025. It demonstrates a balanced mix of knowledge, skills, experience, and diversity, as indicated by the qualifications and interests of each Board member in the Board Qualifications table. Following the Board’s recognition of the need for ICT expertise at board level, the Minister appointed Mr Nkhwangeni Rambau as a Board member in May 2024. Mr Rambau has qualifications and experience in the field of Information Technology. Audit Committee training was provided to the Board during the period of review. Focus areas going forward:
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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. | To discharge its duties more effectively, the Board has approved and delegated authority over specific matters to committees. There are two Board committees - an Audit Committee and a Human Resources and Ethics Committee - where social and ethics matters are considered and discussed. The subcommittees serve underwritten and approved charters, which are reviewed and updated annually. 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, EXCO and senior managers. |
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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. | During the period of review, the Board members participated in an internal self-appraisal process to determine the extent to which the committees and Board comply with their charters and to review and improve upon their performance. The outcomes of the process were presented at the Board strategy session in August 2024. Overall, the Board scored over 70% with respect to the majority of the questions posed, which indicates that the committees and Board are effective with respect to compliance with its charters. Remedial actions included fraud risk and combined assurance awareness, audit committee training, the inclusion of conflict resolution provisions in the Executive Management Committee (EXCO) charter, a review of the communication policy, and an agreed approach to engage with the Chairperson of the Board should Board members require mentoring and professional development. The Board was satisfied that the evaluation process is improving their performance and effectiveness. |
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Principle 10The governing body should ensure that the appointment of and delegation to management contributes to role clarity and effective exercise of authority and responsibilities. | The CEO’s five-year contract of employment terminates at the end of June 2025. Should either party wish to terminate the employment agreement before the termination date, a three-month written notice period is applicable. Succession planning has been implemented by ensuring that the COO can take over the role at short notice, which will provide continuity of executive leadership, if necessary. The CEO is a member of the Institute of Directors Southern Africa (IoDSA) and a country council member of the International Fresh Produce Association (IFPA). 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. The Legal and Corporate Governance Manager manages all legal, company secretarial, and corporate governance matters with the help of a suitably qualified team. |
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Principle 11The governing body should govern risk in a way that supports the organisation in setting and achieving its strategic objectives. | The corporate governance and legal compliance framework sets the direction and for how the Board oversees risk management and internal controls at the PPECB. The Board exercises ongoing oversight by ensuring that 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 Board delegated the responsibility to implement and execute effective risk management to EXCO. The Risk Management Committee meets on a quarterly basis and provides recommendations to EXCO and the Board to improve the risk management system, mitigate the key risks facing the PPECB and considers opportunities, The Risk Management Committee (RISCO) supports the CEO and the EXCO in managing risk by ensuring that risks are identified, evaluated, effectively managed and, where practical, quantified. The EXCO has approved the development of a risk management tool to ensure the effectiveness of the risk management system. A detailed list of the PPECB’s key risks and mitigations is contained in the strategic plan. However, the PPECB risk environment is ever-changing, and risks are reviewed and updated on a quarterly basis. |
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Principle 12The governing body should govern technology and information in a way that supports the organisation in setting and achieving its strategic objectives. | In the PPECB, the arrangements for governing and managing technology and information assets are governed by the ICT Governance Framework, which is facilitated by the CIO and supported by the EXCO and the Board, who ensure that the ICT strategy supports and enables the organisation to achieve its strategic objectives while minimising risk and exposure to threats such as cyber threats. Further governance and management is provided via various committees, including the Audit Committee, Strategic Projects Committee, and the Risk Management Committee. The ICT department applies and monitors several key performance indicators and controls based on industry best practice policies, procedures, and frameworks. During the period under review, the ICT strategy was refreshed, including the digital transformation journey that has been in execution for the last five years. Focus areas include the transitioning of the ERP system from project to operations, expansion of the core Product Inspection and Cold Chain Management application called TITAN 2.0®, the introduction of a Human Capital Management Suite and a heightened focus on service delivery and accelerated delivery of solutions to the PPECB and the industry. Areas of focus include building a new customer portal, continued expansion of the TITAN 2.0® application especially to digitise the cold chain, supporting the expansion and modernisation of the Laboratory, optimising business processes, cost reduction, continuous risk reduction and compliance of the technology and information assets. |
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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. | During the period of review, a legal compliance framework was approved. The purpose thereof is to provide an overarching framework for the policies, procedures and structures for managing the PPECB’s legal compliance obligations. The legal compliance framework sets out the compliance strategy, methodology and roles and responsibilities of the Board, EXCO, RISCO, Legal department and Operational Management Committee (MANCO) in compliance management. The PPECB Board has oversight responsibility with respect to compliance management and approves the legal compliance register annually, ensuring that the PPECB remains focused on complying with applicable legislation. The legal compliance register identifies relevant legislation, policies, and best practices. It includes a management action plan with due dates and responsible parties. During the review period, key focus areas included ethics hotline training, compliance with the Protection of Personal Information Act 4 of 2013 (POPIA), the promulgation of the Regulations relating to the Export of Perishable Products and the finalisation of the Border Management Authority (BMA) implementation protocol. To interpret and comply with the PFMA, the framework found on pages 28 and 29 of this report of acceptable levels of materiality and significance was applied during the 2024/2025 financial year. Throughout the review period, the organisation did not incur any significant penalties, sanctions, or fines due to violations or non-compliance with regulations. |
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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 Perishable Products Export Control Act 9 of 1983 (PPEC Act). The PPECB is committed to paying equitably and transparently. The entity’s compensation practices are designed to ensure that all employees are fairly compensated for their work. The Remuneration Strategy and Policy are currently under review to ensure that they remain relevant and aligned to market changes. The remuneration of the Board and EXCO for the period under review is set out on page 110 and 111. |
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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 PPECB applies a combined assurance framework which outlines the categories of and types of assurance providers, processes, and criteria to be followed in assessing assurance providers and key role players with their specific roles and responsibilities. The combined assurance model comprises three lines of defence, namely management-based assurance, internal assurance and internal oversight committees, and independent assurance and external oversight committees. The Audit Committee was satisfied that the PPECB has optimised the assurance coverage obtained from management and internal and external assurance providers in accordance with the combined assurance framework. The members of the Board acknowledge that they are ultimately responsible for the system of internal financial control established by the entity and place considerable importance on maintaining a strong control environment. |
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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. | Customer centricity remains one of the major PPECB business objectives. The effectiveness of stakeholder management is measured by the annual customer satisfaction survey. During the period under review, the PPECB achieved a 90% customer satisfaction rating for the year ending March 2025, which is in line with the previous year. The ICT department facilitated several engagement sessions central to aligning efforts across the value chain to drive digital transformation in the agri export sector. The PPECB’s stakeholder universe has increased by 18% compared to the previous financial year. The arrangements for managing stakeholder relationships include regular communications with key stakeholders, set meetings with the Department of Agriculture (DoA), engagements by the stakeholder manager, pre-season meetings, and the PPECB’s annual stakeholder event. On an annual basis and during peak seasons, the CEO/COO visit clients in the main production regions of South Africa. Further engagements also include visits to other international inspection authorities and relevant stakeholders abroad. |
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