PART 5: KING IV CODE ON CORPORATE GOVERNANCE

The King IV Code consists of the following five parts:

• Leadership, ethics and corporate citizenship (principle 1 to principle 3);

• Strategy, performance and reporting (principle 4 to principle 5);

• Governing structures and delegation (principle 6 to principle 10);

• Governance functional areas (principle 11 to principle 15); and

• Stakeholder relationships (principle 16 to principle 17).

Composition of the governing body

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.

Composition

Paragraph 6 -13

Nomination, election and appointment

Paragraph 14 – 24

Independence and conflict

Paragraph 25 – 29

Disclosure

Paragraph 30

Chairman of the governing body

Paragraph 31 – 37

Disclosure

Paragraph 38

Audit committee

Paragraph 51 – 58

Disclosure

Paragraph 59 (disclosure in addition to Par.50)

Risk committee

Paragraph 62 – 64

Remuneration committee

Paragraph 65 – 67

Social and ethics committee

Paragraph 68 -70

Summary of the committees’ membership recommendations:

Committee Members Number of members Chairman

Audit Independent, non- At least 3 Independent, non-

executive directors executive director
Nominations Non-executive At least 3 Chairperson of the
directors, majority board may be elected
should be as chairman.
independent.
Chairperson of the
board should be a
member.
Risk Executive and non- At least 3 Chairperson of the
executive directors, board may be elected
majority whom are as chairman.
nonexecutive.
Chairperson of the
board may be a
member.
Remuneration Non-executive At least 3 Non-executive director
directors, majority Chairperson of the
should be board should not be
independent. elected as chairman.
Social and ethics Executive and non- At least 3 Chairperson of the
executive directors, board should not be
majority whom are elected as chairman
nonexecutive.
Chairperson of the
board may be a
member.