The reporting organization shall report the following information: a. Governance structure of the organization, including committees of the highest governance body. b. Committees responsible for decision-making on economic, environmental, and social topics.

Integrated Report
Annual General Meeting
Letter from the Chair - 2
Consolidated Financial Statements
Review and Reports - 16

Delegation of authority

Authority for economic, environmental and social topics is delegated by the board through formal mandates and structured scorecard processes involving executive directors and senior group executives. These responsibilities are then appropriately cascaded throughout the organisation.

Executive Committee

The Company has an established Executive Committee (Exco) which is not a committee of the Board. Exco comprises of eight members, led by the Chief Executive. Exco meets on a regular basis (monthly) and guides the Chief Executive in managing the day-to-day business of the group, monitor business performance against establishing best management practices and functional standards and acts as a medium of communication and coordination between business units, group companies and the board.

Executive responsibility

The Group Chief Executive is ultimately responsible for the economic, environmental and social (EES) topics in Barloworld. In support of the Chief executive, a finance director has responsibility for the economic and governance aspects of the group, while the group executive: Human capital, is accountable for Human capital and the group executive: Governance, Compliance and Sustainability is responsible for environment issues and group executive: Corporate Affairs is responsible for social issues. These individuals report directly to the group CE and to the board through relevant board sub-committees and board meetings. Accountability structures are in place at divisional level, with the divisional CEOs being accountable for the EES and governance topics in their respective divisions with relevant divisional executive support structures.

Approval of strategic framework and related aspects

The board approves the group strategic framework including its vision, ambition, values, strategic objectives and relevant key performance indicators and targets. Relevant board sub-committees are involved in this process. The board also approves the Group's Worldwide Code of Conduct which informs individual and collective employee conduct.

Board knowledge and awareness of economic, environmental and social topics

Regular board-subcommittee meetings address these aspects. These enhance and contribute to the relevant board members knowledge of the respective aspects. Ongoing training initiatives and ad-hoc presentations to the board supplement this process.

Board review of the risk management process

Through the Audit and Risk committee, the process covers External, Internal and Behavioural risks which have sub-risk categories defined under them. The group's comprehensive risk management approach covers operations and risks associated with corrupt and dishonest behaviour. These are analysed and assessed as part of the risk management process. Induction and other staff training programmes address expected behaviour in terms of the company's ethics, codes, policies and procedures.

A written risk management philosophy issued by the chief executive and endorsed by the directors’ states that the company is committed to managing its risks and opportunities in the interests of all stakeholders and that every employee has a responsibility to act appropriately.

An ongoing systematic, enterprise-wide risk assessment process supports the group philosophy.

This ensures that risks and opportunities are adequately identified, evaluated and managed in each division and their individual and joint impact on the group is considered.

Divisional boards and senior managers conduct ongoing self-assessments of risk to identify critical business, operational, financial and compliance exposures and the adequacy and effectiveness of control factors at all levels. The assessment methodology considers severity and probability of occurrence and applies a rating based on the quality of control to rank risks and set priorities. Top risks, elevated to group level, are addressed through action plans with assigned responsibilities.

The Group Risk department oversees strategic direction and continuous improvement in methodology and process, as well as providing technical assistance. Progress on the group's risk management process is reviewed annually by internal audit and their report tabled at the Audit and Risk committee.

As the group develops new businesses and expands into new markets and territories, it faces increasingly complex and changing environments. The risk return trade-off is optimised by integrating the risk management process with the group's strategic process and direction. This enhances competitive advantage, growth and employment of capital. The company encourages adherence to the same risk management philosophy and policies for joint ventures and associates.

Review of integrated reporting

Ultimately the board itself is responsible for and signs off the group integrated reporting which includes its sustainability reporting. The board is assisted by the Audit and Risk committee in this regard as well as various board sub-committees.

Review of integrated reporting

Ultimately the board itself is responsible for and signs off the group integrated reporting which includes its sustainability reporting. The board is assisted by the Audit and Risk committee in this regard as well as various board sub-committees.

Critical economic, environmental and social concerns addressed to the board and mechanisms to resolve them

Concerns are reported and addressed as part of the board’s ongoing board agenda and responsibility. Areas of immediate concern related to the economic performance and environment in which it operates. Although not always concerns, other aspects align with the group' strategic framework and covered people, diversity and inclusion, sustainability as well as shareholder returns and profitable growth opportunities. Measures to address concerns regarding underperforming corporate entities were also tabled. The board provides insight and guidance on how the issues could be addressed.

Organisations values

The group's Worldwide Code of Conduct (“Code of Conduct”) includes foundational principles of responsible corporate citizenship defined as Obey the law, Respect others; Be fair; Be honest; Protect the environment and sets out the group's five core values of:

  • Integrity
  • Excellence
  • Teamwork
  • Commitment
  • Sustainability

Each value covers a range of aspects, reflects the group's approach and guides individual and collective behaviours.

Aspects covered by the Code of Conduct are:

  • Integrity
    • Honesty and integrity
    • Conflicts of interest
    • Competitive conduct
    • Financial reports and accounting
    • Fair communication
    • Inside information
    • Improper payments
  • Excellence
    • Product and service quality
    • Value to customers
    • Work environment
    • Employee performance
    • Employee development
    • Risk management
    • Enterprise point of view
  • Teamwork
    • Principals, suppliers and customers
    • Respect for others
    • Fairness and non-discrimination
    • Value of diversity
  • Commitment
    • Personal responsibility
    • Protection of assets, intellectual property, and information
    • Electronic communications
    • Personal privacy
    • Labour practices
    • Human rights
    • Ownership and investment
  • Sustainability
    • Health and safety
    • People and skills
    • Innovation for customers
    • Environmental responsibility
    • Communities

Advice on ethical behaviour

The Barloworld Worldwide Code of Conduct includes a guide on raising and reporting ethical issues, breach of applicable laws, and actions that violate, or appear to violate the code. The process includes an anonymous Barloworld Ethics line with all the relevant contact details, and states that Barloworld does not tolerate any reprisals by any individual or occupational detriment against an employee for raising a concern or making a report in good faith.

Mechanisms for reporting concerns

Barloworld maintains an ethics hotline, which allows for anonymous reports 24 hours a day, 7 days a week for reporting of any Improper Conduct. This independent and confidential system allows stakeholders to report unethical, dishonest or improper behaviour, including non-compliance with company policies as well as bribery, corruption and fraud. All reported incidents are investigated by management and, where appropriate, action is taken. The service is outsourced to an independent tip-offs anonymous service provider to ensure protected disclosures. In line with legislation, our well–communicated commitment not to victimise whistle-blowers ensures transparency and promotes ethical conduct. The identity of whistle-blowers is protected by the service provider unless the caller chooses not to remain completely anonymous or partially anonymous, in which case the identity of the whistle-blower would only be divulged to the independent service provider. The group also has internal grievance procedures which may be followed, and which provide for escalation of issues if necessary. (See also Barloworld Global Whistle-Blowing policy).

The reporting organization shall report the following information: a. Process for delegating authority for economic, environmental, and social topics from the highest governance body to senior executives and other employees.

Integrated Report
Annual General Meeting
Notes to the form of Proxy - 13

Authority for economic, environmental and social topics is delegated by the board though formal mandates and structured scorecard processes involving executive directors and senior group executives. These responsibilities are then appropriately cascaded throughout the organisation. The board monitors progress and retains authority through regular structured reporting through appropriate sub-committees and direct input.

The reporting organization shall report the following information: a. Whether the organization has appointed an executive-level position or positions with responsibility for economic, environmental, and social topics. b. Whether post holders report directly to the highest governance body.

Integrated Report

The Group Chief Executive is ultimately responsible for the economic, environmental and social (EES) topics in Barloworld. In support of the Chief executive, a Finance director has responsibility for the economic and governance aspects of the group, while the group executive: Human capital, is accountable for Human capital and the group executive: Governance, Compliance and Sustainability is responsible for environment issues and group executive: Corporate Affairs is responsible for social issues. These individuals report directly to the group CE and to the board through relevant board sub-committees and board meetings.

The reporting organization shall report the following information: a. Processes for consultation between stakeholders and the highest governance body on economic, environmental, and social topics. b. If consultation is delegated, describe to whom it is delegated and how the resulting feedback is provided to the highest governance body.

Integrated Report

The company is a strong proponent of transparency, best-practice disclosure, consistent communication and equal and timely dissemination of information to shareholders. It encourages active participation by shareholders at general meetings and maintains an investor relations programme which, inter alia, organises for corporate and divisional executives to attend regular meetings with shareholders and potential investors.

The company has regular dialogue with institutional shareholders where it believes this to be in the interests of shareholders generally. Feedback from these visits is shared with the board. The chairman routinely offers key shareholders the opportunity of meeting to discuss governance, strategy or other matters. Effective FY2020 the Chairman of the Board and the Chairman of the Remuneration Committee conduct Chairman’s Governance roadshows with shareholders.

The interests of private shareholders remain paramount and, recognising their needs, our website contains information on a range of investor relations and material issues, including an update on activities, copies of all presentation materials given to institutional investors and further explanation of matters in the integrated report.

The Annual General Meeting is normally attended by all directors, with the Chairmen of Remuneration, Audit and Risk and Social, Ethics & Transformation committees obliged to attend the AGM to respond to shareholders’ concerns. Shareholders are encouraged to attend and to ask questions. They also have the opportunity to meet with directors after formal proceedings have ended.

The notice of annual general meeting, detailing all proposed resolutions, appears in the Barloworld Annual General Meeting document.

Barloworld complies with all legal communication requirements. The group regularly engages its shareholders and the investor community through a number of interventions, including:

  • Bi-annual results presentations
  • Annual general meetings
  • Chairman’s Governance roadshows
  • Annual reporting
  • Investor conferences and presentations
  • Investor site visits and 'Roadshows'
  • Media releases
  • Focused surveys

Employee engagement processes provide opportunities for our people to make recommendations and influence direction and include:

  • Individual meetings
  • Structured team forums
  • Individual and team performance discussions
  • Briefings
  • Strategic plan briefings
  • Anonymous, structured individual perception surveys
  • Employees are able to bring governance matters to the Board's attention using the Ethics/Tip Offs Anonymous lines.

 

The reporting organization shall report the following information: a. Composition of the highest governance body and its committees by: i. executive or non-executive; ii. independence; iii. tenure on the governance body; iv. number of each individual’s other significant positions and commitments, and the nature of the commitments; v. gender; vi. membership of under-represented social groups; vii. competencies relating to economic, environmental, and social topics; viii. stakeholder representation.

Integrated Report
Annual General Meeting
Corporate Information - 16
Consolidated Financial Statements
Audit and Risk Committee report - 16

These aspects are addressed in the Governance section of Barloworld 2021 Integrated Report.

The reporting organization shall report the following information: a. Whether the chair of the highest governance body is also an executive officer in the organization. b. If the chair is also an executive officer, describe his or her function within the organization’s management and the reasons for this arrangement.

Integrated Report
Annual General Meeting
Letter from the Chair - 2 Our board of directors - 4
Consolidated Financial Statements
Review and Reports - 5 Review and Reports - 16

These aspects are addressed in the Governance section of Barloworld 2021 Integrated Report.

The reporting organization shall report the following information: a. Nomination and selection processes for the highest governance body and its committees. b. Criteria used for nominating and selecting highest governance body members, including whether and how: i. stakeholders (including shareholders) are involved; ii. diversity is considered; iii. independence is considered; iv. expertise and experience relating to economic, environmental, and social topics are considered.

Integrated Report
Annual General Meeting
Notice Of Annual General Meeting - 6

These aspects are addressed in the Governance section of Barloworld 2021 Integrated Report

The reporting organization shall report the following information: a. Processes for the highest governance body to ensure conflicts of interest are avoided and managed. b. Whether conflicts of interest are disclosed to stakeholders, including, as a minimum: i. Cross-board membership; ii. Cross-shareholding with suppliers and other stakeholders; iii. Existence of controlling shareholder; iv. Related party disclosures.

Integrated Report

The board recognises the importance of acting in the best interest of the company and protecting the legitimate interests and expectations of its stakeholders. The board consistently applies the provisions of the South African Companies Act and JSE Listing Requirements on disclosing or avoiding conflicts of interest. Directors are required to declare their interests at each meeting of the board, as well as to recuse themselves when appropriate.

Among other measures to deal with conflicts of interest the company has a policy that addresses accepting and giving of gifts and hospitality. This requires that gifts and hospitality be officially declared and registered on the company's gift register.

Please also refer: Barloworld Group Conflicts of Interest Policy and the Barloworld Gifts and Hospitality Policy.

The reporting organization shall report the following information: a. Highest governance body’s and senior executives’ roles in the development, approval, and updating of the organization’s purpose, value or mission statements, strategies, policies, and goals related to economic, environmental, and social topics.

Integrated Report

While retaining overall accountability and subject to matters reserved to itself, the board has delegated to the chief executive and other executive directors’ authority to run the day-to-day affairs of the company. Annually, the board considers a forward-looking strategic plan presented by the executives. The strategic plan is debated by the executive committee before being consolidated and presented to the board.

The board appreciates that strategy, risk, performance, and sustainability are inseparable. The board approves and monitors the implementation of the strategy and business plan of the group, sets objectives, reviews key risks, evaluates performance against the background of economic, environmental, and social issues relevant to the company and international political and economic conditions.

The board sets the tone of the company values including principles of ethical business practice and the requirements of being a responsible corporate citizen.

The executives for human capital and corporate affairs, and the representatives from group companies managing the social, ethics and transformation (SET) portfolio, including the chief executive officers who retain ultimate responsibility for SET in their respective divisions, are invited to provide reports to the social, ethics and transformation committee from time to time. The Audit and Risk committee assists the board in recognising all material risks and sustainability issues to which the group is exposed and ensuring that the requisite risk management culture, policies and systems are implemented and function effectively. These include business continuity management, occupational health and safety, environmental management and ethical commercial behaviour.

The board is responsible for the governance of risk and ensures that the company has an effective risk management system. The company has a written risk management philosophy statement issued by the chief executive and endorsed by the directors. This statement is supported by an on-going systematic, enterprise-wide risk assessment process that ensures risks and opportunities are adequately identified, evaluated and managed at the appropriate level in each division, and that their individual and joint impact on the group is considered.

The board bears ultimate responsibility for information technology (IT) governance and has approved the IT governance charter which defines the structures, processes and responsibilities for IT governance. The responsibility for developing an IT governance framework has been delegated to the audit and risk committee.

The board is responsible for ensuring that the group complies with applicable laws and considers adhering to non-binding rules, codes and standards and recognises the challenges associated with the fact that the group's operations are located in many jurisdictions which are at different levels of maturity and in which the rule of law exists in varying degrees.

The reporting organization shall report the following information: a. Measures taken to develop and enhance the highest governance body’s collective knowledge of economic, environmental, and social topics.

Integrated Report
Annual General Meeting
Corporate Information - 16

These aspects are addressed in the Governance section of Barloworld 2021 Integrated.

Barloworld continues to mature its information security approach in line with the evolving threat landscape. A risk-based approach underscores the response to the cyber threat landscape to ensure practicality, affordability and necessity of mitigations and controls. The approach includes people, process and technology mechanisms aligned to regulatory and legal requirements taking into consideration the different geographies and industry verticals in which Barloworld operates.

The objectives of the information security approach are to:

  • Protect the organisation’s information assets from intentional or accidental internal leakage, interception, or disclosure to unauthorised parties.
  • Protect the reputation of the information assets by ensuring their integrity.
  • Protect the information- and technology dependent business processes that are vulnerable to attack.
  • Protect the availability of sensitive information assets that have a substantial impact on day-to-day operations and service delivery to stakeholders.
  • Ensure networked information assets communicate only with trusted and verified parties.
  • Enable the secure, trustworthy, and enforceable exchange of information assets.

Mindful that despite a robust information security approach, breaches may be realised, and relevant insurance cover has been affected to offset potential losses that may arise from cyber risk. No significant cyber breaches were detected in the past financial year. Robust IT Continuity Plans, which are tested continuously to ensure these remain adequate and effective, are in place. A Cyber Incident Response Plan supports the response to and handling of cyber-related incidents that adversely impact the IT resources and environments.

The Group Finance Director chairs the Group IT Steering Committee which oversees Information technology aspects including cyber and information security risks. The Finance Director is a director on the Barloworld Board. The role of Group Chief Information Security and Risk Officer supports the Group Finance Director by providing guidance, minimum guardrails and oversight to the Barloworld entities through the execution of the Group IT Security and Risk strategy, which aims to build a trusted information landscape and technology environment. Progress against the strategy is reported and tracked in various IT governance forums and the Group Audit and Risk Committee.

There are a number of internal policies in place that govern the group and its operations that address information and cyber-security.

The reporting organization shall report the following information: a. Processes for evaluating the highest governance body’s performance with respect to governance of economic, environmental, and social topics. b. Whether such evaluation is independent or not, and its frequency. c. Whether such evaluation is a self-assessment. d. Actions taken in response to evaluation of the highest governance body’s performance with respect to governance of economic, environmental, and social topics, including, as a minimum, changes in membership and organizational practice.

Integrated Report
Annual General Meeting
Notice Of Annual General Meeting - 6
Consolidated Financial Statements
Review and Reports - 3

These aspects are addressed in the Governance section of Barloworld 2021 Integrated Report.

The reporting organization shall report the following information: a. Highest governance body’s role in identifying and managing economic, environmental, and social topics and their impacts, risks, and opportunities – including its role in the implementation of due diligence processes. b. Whether stakeholder consultation is used to support the highest governance body’s identification and management of economic, environmental, and social topics and their impacts, risks, and opportunities.

Integrated Report

There are essentially three aspects to this:


  1. Oversight and approval of the group’s strategic plan
  2. Review of group performance at quarterly board meetings. This includes:
    • Economic
    • Social
    • Environmental aspects
  3. Review of performance based on the terms of reference of various board committees which include:
    • Audit and Risk
    • Social, Ethics and Transformation
    • Remuneration
    • Nominations
    • Strategy and Investment 

The social, ethics and transformation committee's responsibilities include adherence and compliance to the Companies Act, internationally agreed standards, codes of conduct and principles.

The board is responsible for ensuring that the group complies with applicable laws and regulations and considers adhering to non-binding rules, codes, and standards.

The board recognises that the group's operations cover many jurisdictions. These are at different levels of maturity and the rule of law exists in varying degrees with hybrid systems of governance developing in some instances.

The board strives to ensure appropriate structures, processes and procedures with appropriate checks and balances are established to assist it in discharging its legal responsibilities and overseeing legislative compliance.

Processes are also in place to ensure that the board is kept abreast of significant developments in applicable laws, rules, codes and standards. Compliance risk thus forms an integral part of the company's risk management process and the board delegates to management implementation of an effective compliance framework and associated processes.

The board and management understand the company is not only an economic entity but a corporate citizen and, as such, it has a social and moral standing in society with attendant responsibilities.

The board is therefore responsible for ensuring the group protects, enhances, and invests in the wellbeing of the economy, society and natural environment and pursues its activities within the limits of the social, political and environmental responsibilities outlined in international conventions.

Identification of risks and opportunities follows a robust and systematic process. A comprehensive risk management framework is in operation throughout the group, complemented by the Barloworld Limited risk management philosophy, risk management plan and risk management policy. Enhancing and entrenching a risk culture in the group includes dedicated divisional risk assessment interventions at which internal audit and group risk management services are present. Risk management is incorporated into the group's strategic planning process.

In line with international best practice, risks are assessed on their probability, severity, and the quality of the existing control environment. These measures result in residual risk scores that indicate the importance of the risk and evaluate assessment of progress in addressing identified risks.

Risks are detailed, comprehensively assessed and managed through acceptance, transfer, avoidance or reduction measures. Details are recorded in divisional and group risk registers.
Formal reporting to the Audit and Risk committee takes place quarterly and to the board annually. Initiatives to address identified risks include developing and implementing business continuity and disaster recovery plans. These include information technology and communications solutions as appropriate.

While this planning is regularly reviewed at executive and board levels, internal audit plays a significant role in reviewing processes and procedures.

The reporting organization shall report the following information: a. Highest governance body’s role in reviewing the effectiveness of the organization’s risk management processes for economic, environmental, and social topics.

Integrated Report
Consolidated Financial Statements
Notes to the consolidated annual financial statements - 98 Review and Reports - 16

The board appreciates that strategy, risk, performance, and sustainability are inseparable. The board approves and monitors the implementation of the strategy and business plan of the group, sets objectives, reviews key risks, evaluates performance against the background of economic, environmental, and social issues relevant to the company and international political and economic conditions.

The board is responsible for the governance of risk and ensures that the company has an effective risk management framework as well as a risk governance framework which is supported by robust processes and policies. The company has a written risk management philosophy statement issued by the chief executive and endorsed by the directors. This statement is supported by an on-going systematic, enterprise-wide risk assessment process that ensures risks and opportunities are adequately identified, evaluated, and managed at the appropriate level in each division, and that their individual and joint impact on the group is considered.

Management is accountable to the board, through the board committees, for embedding the risk management process in the business. Day-to-day responsibility for the management of the Framework rests with the Group Head of Risk.

The reporting organization shall report the following information: a. Frequency of the highest governance body’s review of economic, environmental, and social topics and their impacts, risks, and opportunities.

Integrated Report
Consolidated Financial Statements
Review and Reports - 3 Review and Reports - 16 Notes to the consolidated annual financial statements - 98

The board meets four times a year, and as and when required, and at each meeting reviews matters relating to economic, environmental, and social impacts, including risks and opportunities.

There are essentially three aspects to this:

  1. Oversight and approval of the group's strategic plan
  2. Review of group performance at quarterly board meetings. This includes:
    • Economic
    • Social
    • Environmental aspects
  3. Review of performance based on the terms of reference of various board committees which include:
    • Audit and Risk
    • Social, Ethics and Transformation
    • Remuneration
    • Nominations
    • Strategy and Investment

The social, ethics and transformation committee's responsibilities include adherence and compliance to the Companies Act, internationally agreed standards, codes of conduct and principles.

The board is responsible for ensuring that the group complies with applicable laws and regulations and considers adhering to non-binding rules, codes, and standards.

The board recognises that the group's operations cover many jurisdictions. These are at different levels of maturity and the rule of law exists in varying degrees with hybrid systems of governance developing in some instances.

The board strives to ensure appropriate structures, processes and procedures with appropriate checks and balances are established to assist it in discharging its legal responsibilities and overseeing legislative compliance.

Processes are also in place to ensure that the board is kept abreast of significant developments in applicable laws, rules, codes, and standards. Compliance risk thus forms an integral part of the company's risk management process and the board delegates to management implementation of an effective compliance framework and associated processes.

The board and management understand the company is not only an economic entity but a corporate citizen and, as such, it has a social and moral standing in society with attendant responsibilities.

The board is therefore responsible for ensuring the group protects, enhances, and invests in the wellbeing of the economy, society and natural environment and pursues its activities within the limits of the social, political, and environmental responsibilities outlined in international conventions.

Identification of risks and opportunities follows a robust and systematic process. A comprehensive risk management framework is in operation throughout the group, complemented by the Barloworld Limited risk management philosophy, risk management plan and risk management policy. Enhancing and entrenching a risk culture in the group includes dedicated divisional risk assessment interventions at which internal audit and group risk management services are present. Risk management is incorporated into the group's strategic planning process.

In line with international best practice, risks are assessed on their probability, severity, and the quality of the existing control environment. These measures result in residual risk scores that indicate the importance of the risk and evaluate assessment of progress in addressing identified risks.

Risks are detailed, comprehensively assessed, and managed through acceptance, transfer, avoidance, or reduction measures. Details are recorded in divisional and group risk registers.

Formal reporting to the Audit and Risk committee takes place quarterly and to the board annually. Initiatives to address identified risks include developing and implementing business continuity and disaster recovery plans. These include information technology and communications solutions as appropriate.

While this planning is regularly reviewed at executive and board levels, internal audit plays a significant role in reviewing processes and procedures.

The reporting organization shall report the following information: a. The highest committee or position that formally reviews and approves the organization’s sustainability report and ensures that all material topics are covered.

Integrated Report

Due to the integrated nature of the group’s reporting, it does not produce a separate sustainability report. Structured authorisation and review processes are in place which includes board committees, external and internal assurance reviews. All annual integrated reporting, including responses to the GRI are reviewed by the directors, and ultimately approved by the board.

On a quarterly basis, a Safety, Health and Environment report is submitted to the Social, Ethics and Transformation Committee and emerging environmental, social and governance (ESG) related risks tabled at the Audit and Risk Committee, which are board committees.

The reporting organization shall report the following information: a. Process for communicating critical concerns to the highest governance body.

Integrated Report
Annual General Meeting
Letter from the Chair - 2 Notice Of Annual General Meeting - 6 Notes to the form of Proxy - 13 Shareholders' diary and map - 15 Corporate information - 16
Consolidated Financial Statements
Review and Reports - 16 Corporate information - 163

The company is a strong proponent of transparency, best-practice disclosure, consistent communication, and equal and timely dissemination of information to shareholders. It encourages active participation by shareholders at general meetings and maintains an investor relations programme which, inter alia, organises for corporate and divisional executives to attend regular meetings with shareholders and potential investors.

The company has regular dialogue with institutional shareholders where it believes this to be in the interests of shareholders generally. Feedback from these visits is shared with the board. The chairman routinely, and at least annually, offers key shareholders the opportunity of meeting to discuss governance, strategy, or other matters.

The interests of private shareholders remain paramount and, recognising their needs, our website contains information on a range of investor relations and material issues, including an update on activities, copies of all presentation materials given to institutional investors and further explanation of matters in the integrated report.

The Annual General Meeting is normally attended by all directors with the Chairmen of Remuneration, Audit and Risk and Social, Ethics and Transformation committees obliged to attend the AGM to respond to shareholders’ concerns. Shareholders are encouraged to attend and to ask questions. They also have the opportunity to meet with directors after formal proceedings have ended. The notice of annual general meeting, detailing all proposed resolutions, appears in the Barloworld Annual General Meeting document.

Barloworld complies with all legal communication requirements. The group regularly engages its shareholders and the investor community through a number of interventions, including:

  • Bi-annual results presentations
  • Annual general meetings
  • Annual reporting
  • Chairman’s Governance roadshows
  • Investor conferences and presentations
  • Investor site visits and 'Roadshows'
  • Media releases
  • Focused surveys

Employee engagemenet procsses provide opportunities for our people to make recommendations and influence direction and include:

  • Individual meetings
  • Structured team forums
  • Individual and team performance discussions
  • Briefings
  • Strategic plan briefings
  • Anonymous, structured individual perception surveys
  • Employees are able to bring governance matters to the Board's attention using the Ethics/Tip Offs Anonymous lines

The reporting organization shall report the following information: a. Total number and nature of critical concerns that were communicated to the highest governance body. b. Mechanism(s) used to address and resolve critical concerns.

Integrated Report
Consolidated Financial Statements
Review and Reports - 16

The Board, without detracting in any way from its general powers, has appointed Board committees and delegated powers to such committees in line with their mandate and terms of reference. The committees report to the board on all critical concerns considered at the respective committee meetings.

Further, the chief executive and his executive team, ensure that all critical matters are tabled before the board for consideration.

The reporting organization shall report the following information: a. Remuneration policies for the highest governance body and senior executives for the following types of remuneration: i. Fixed pay and variable pay, including performance-based pay, equity-based pay, bonuses, and deferred or vested shares; ii. Sign-on bonuses or recruitment incentive payments; iii. Termination payments; iv. Malus & Clawbacks; v. Retirement benefits, including the difference between benefit schemes and contribution rates for the highest governance body, senior executives, and all other employees. b. How performance criteria in the remuneration policies relate to the highest governance body’s and senior executives’ objectives for economic, environmental, and social topics.

Integrated Report
Annual General Meeting
1. Ordinary resolutions - 7
Consolidated Financial Statements
Notes to the consolidated annual financial statements - 116

These aspects are addressed in the Remuneration section of Barloworld 2021 Integrated Report.

The reporting organization shall report the following information: a. Process for determining remuneration. b. Whether remuneration consultants are involved in determining remuneration and whether they are independent of management. c. Any other relationships that the remuneration consultants have with the organization.

Integrated Report
Annual General Meeting
1. Ordinary resolutions - 7
Consolidated Financial Statements
Notes to the consolidated annual financial statements - 116

These aspects are addressed in the Remuneration section of Barloworld 2021 Integrated Report.

The reporting organization shall report the following information: a. How stakeholders’ views are sought and taken into account regarding remuneration. b. If applicable, the results of votes on remuneration policies and proposals.

Integrated Report
Annual General Meeting
Letter from the Chair - 2 Notice Of Annual General Meeting - 6 Notes to the form of Proxy - 13 Shareholders’ diary and map - 15 Corporate information - 16

At its 2020 Annual General Meeting, shareholders will be requested to cast a non-binding advisory vote on Remuneration Policy and Implementation report as set out in Barloworld 2021 Remuneration report.

The reporting organization shall report the following information: a. Ratio of the annual total compensation for the organization’s highest-paid individual in each country of significant operations to the median annual total compensation for all employees (excluding the highest-paid individual) in the same country.

Integrated Report

CEO remuneration

For the period from 1 October to 30 September the Group CEO total remuneration (annualised) was R10.5 million. This includes salary; retirement and medical contributions; and car benefits. It excludes long-term incentives (see 2021 Barloworld Remuneration report).]

During the same period, total remuneration paid to 10 228 employees (excludes CEO) was R7 019 million. This includes salaries, wages, overtime payments, commissions and allowances as well as retirement and medical contributions and insurance (see 2021 Barloworld Integrated Report – Value added statement).

This resulted in an average amount paid to employees during the period of R686 256. In the circumstances, the ratio of Group CEO compensation to the average of all employees during the period was 15.28.

The reporting organization shall report the following information: a. Ratio of the percentage increase in annual total compensation for the organization’s highest-paid individual in each country of significant operations to the median percentage increase in annual total compensation for all employees (excluding the highest-paid individual) in the same country.

Integrated Report

These aspects are addressed in the Remuneration section of Barloworld 2021 Integrated Report.