KING IV APPLICATION REGISTER
OUTCOMES AND PRINCIPLES | EXPLANATION OF THE APPLICATION OF THE PRINCIPLES |
OUTCOME: ETHICAL CULTURE | |
Principle 1: The Board should lead ethically and | The charter of the board of directors (Board), (Board Charter) commits the Board |
effectively | to effective and ethical leadership. The Board is also committed to the highest |
Disclosure requirement in Code | standards of good corporate governance. In addition to fulfilling their statutory |
and fiduciary duties, all members of the Board are expected to display the | |
The governing body should disclose the | |
characteristics of integrity, competence, responsibility, accountability, fairness | |
arrangements by which the members are being | |
and transparency. The chair of the Board is required to monitor the behaviour of | |
held to account for ethical and effective leadership | |
Board members in this respect. The Board's performance is independently | |
monitored on an annual basis. The Board acts in accordance with the Board | |
Charter and Memorandum of Incorporation (MOI). | |
The Board sets the strategic direction adopted by DRDGOLD Limited (DRDGOLD | |
or the Company or the Group) operations to support a sustainable business | |
taking into account, inter alia, the Company's short-term and long-term impact on | |
the economy, society, environment and its stakeholders; the best interests of the | |
Company; and the Company's risks and opportunities. The Chief Executive Officer | |
(CEO) is responsible for the implementation and execution of the approved | |
strategy, policy and plan; however, the Board oversees and monitors the | |
implementation and execution by management and remains accountable for the | |
responsibility to achieve strategic objectives and other positive outcomes, | |
including the Company's performance, even where delegated. |
Principle 2: The Board should govern the ethics of the Company in a way that supports the establishment of an ethical culture
Disclosure requirement in Code
The governing body should, with regards to ethics management, ensure disclosure on:
- Overview of the arrangements for governing and managing ethics
- Key focus areas during the reporting period
- Measures taken to monitor organisational ethics and how the outcomes were addressed
- Planned areas of future focus
DRDGOLD has a Code of Conduct in place which is applicable to all employees, including the Board. The Code of Conduct is based on the DRDGOLD values of unity, integrity, commitment and accountability. The ethical standards are embedded in processes for the recruitment, evaluation of performance and reward of employees as well as the sourcing of employees. The Social and Ethics Committee is tasked with ensuring that the Group's ethics are managed effectively. In addition to monitoring adherence to the Code of Conduct, the Social and Ethics Committee is responsible for oversight of organisational ethics. Relevant sanctions and remedies are consistently applied when ethical standards are breached. A whistle-blowing mechanism is in place to assist with the identification of possible unethical behaviour.
The Code of Conduct is available on our website:www.drdgold.com/about-us/governance. Additional information can be found on page 105 of the Annual Integrated Report 2023 which is available on the website on:www.drdgold.com/investors/reports-and-results#ars2023
Principle 3: The Board should ensure that the Company is and is seen as a responsible corporate citizen
Disclosure requirement in Code
The governing body should with regards to corporate citizenship ensure disclosure on:
- Overview of the arrangements for governing and managing responsible corporate citizenship
- Key focus areas during the reporting period
- Measures taken to monitor corporate citizenship and how the outcomes were addressed
- Planned areas of future focus
Compliance with the laws of the Republic of South Africa throughout the Group, including the Constitution of South Africa and the Bill of Rights, is non-negotiable. The core purpose and values of DRDGOLD, as well as its strategy and conduct, are congruent with it being a responsible corporate citizen. The Board has delegated responsibility for monitoring the Group's overall responsible corporate citizenship performance to the Social and Ethics Committee. The scope of the Social and Ethics Committee's mandate in this regard includes the relevant activities of the Group in the workplace, in the economy, society and the environment. Where relevant, specific targets have been set against which the performance of the Group is monitored on an ongoing basis.
For more information on how the Group addressed its responsibilities as a responsible corporate citizen, the reader is referred to the Annual Integrated Report 2023 published on our website:www.drdgold.com/investors/reports-and-results#ars2023
DRDGOLD KING IV APPLICATION REGISTER 2023 | 1 |
KING IV APPLICATION REGISTER
OUTCOMES AND PRINCIPLES | EXPLANATION OF THE APPLICATION OF THE PRINCIPLES |
OUTCOME: VALUE CREATION | |
Principle 4: The Board should appreciate that the | The Board is deeply aware of the expectation for value creation across various |
Company's core purpose, its risks and | elements of the business and any discussions of strategy, risk and opportunities, |
opportunities, strategy, business model, | as well as the business model and performance are based on the prerequisite for |
performance and sustainable development are all | long-term sustainability and sustainable development. This is also within the |
inseparable elements of the value creation process | context of the difficult market and trading conditions faced by the mining |
Disclosure requirement in Code | industry over an extended period of time. For more information on the vision and |
future direction of the Group as well as the value created for the Group and its | |
In respect of disclosure on strategy and | |
material stakeholders, the reader is referred to the Annual Integrated Report | |
performance, refer to Principle 5 below | |
2023 published on our website:www.drdgold.com/investors/reports-and- | |
results#ars2023 | |
The Board sets key performance measures and targets in order to continuously | |
monitor and assess the achievement of strategic objectives and agreed plans for | |
value creation over the short-term,medium-term and long-term. Management is | |
expected to implement and execute on the approved strategy and business | |
plans. Management is further expected to continually assess and respond, in a | |
responsible manner, to the negative consequences of the Group's activities and | |
outputs in all areas of the business. | |
The Board has a particular focus on the general viability of the business and its | |
status as a going concern. For this reason, the solvency and liquidity of the | |
Company is monitored on a continuous basis. | |
With regards to financial and operational performance, the Board commended | |
management for the stability of production outcomes. The Board remains very | |
confident in management's technical ability to achieve this. This confidence has | |
been augmented by the ongoing fine-tuning of processes, proactive problem- | |
solving approach and the improved quality of the data as well as technical and | |
analytical insights being reported to the Board. The Board is seen to be effective | |
in its strategic contribution. |
Principle 5: The Board should ensure that reports issued by the Company enable stakeholders to make informed assessments of the Company's performance, and its short-term,medium-term and long-term prospects
Disclosure requirement in Code
The organisation should issue a report annually that presents material information in an integrated manner and that provides its users with a holistic, clear, concise and understandable presentation of the organisation's performance in terms of sustainable value creation in the economic, social and environmental context within which it operates
Refer to the Annual Integrated Report 2023 on our website: www.drdgold.com/investors/reports-and-results#ars2023which presents material information in an integrated manner and provides stakeholders and users with a holistic presentation of the Group's performance in a clear, concise and understandable manner. The annual reporting suite contains, amongst others, the annual financial statements, the annual integrated report which includes corporate governance disclosures in addition to those contained herein, as well as the notice of the annual general meeting of DRDGOLD shareholders.
The Board, with the assistance of the Audit Committee, ensures that reports are issued as is necessary to comply with legal requirements and/or to meet the legitimate and reasonable information needs of material stakeholders. The integrity of all reporting is ensured with the assistance of relevant internal and external role players forming part of the integrated assurance process.
DRDGOLD KING IV APPLICATION REGISTER 2023 | 2 |
KING IV APPLICATION REGISTER
OUTCOMES AND PRINCIPLES | EXPLANATION OF THE APPLICATION OF THE PRINCIPLES | |
OUTCOME: EFFECTIVE CONTROL | ||
Principle 6: The Board should serve as the focal | The Board fully appreciates that it is first and foremost accountable for the | |
point and custodian of corporate governance in the | application of corporate governance principles and practices in DRDGOLD. | |
Company | It furthermore understands that its key functions are to set the strategic direction | |
Disclosure requirement in Code | of the Group, to approve appropriate policies and plans to give effect to the | |
The following should be disclosed in relation to the | approved strategy, to delegate implementation of the aforegoing to management | |
primary role and responsibilities of the governing | and adequately monitor management's performance and to ensure | |
body: | accountability through reporting and the principle of transparency. The role and | |
functions of the Board are set out in the Board Charter and also incorporated into | ||
• | Number of meetings held during the reporting | the Board's annual workplan. The Board is satisfied that it has fulfilled its |
period and attendance at those meetings | responsibilities in accordance with its charter for the reporting period. | |
• | Whether the governing body is satisfied that it has | As previously indicated, the Board is fully committed to ethical and effective |
fulfilled its responsibilities in accordance with its |
charter for the reporting period | leadership. This entails, amongst others, that the Board appropriately manages |
its duty to act as custodian of corporate governance in the Group. | |
Refer to the Annual Integrated Report 2023 published on our website: | |
www.drdgold.com/investors/reports-and-results#ars2023for the requisite | |
information and disclosure regarding the number of Board meetings and | |
attendance during the reporting period. | |
DRDGOLD KING IV APPLICATION REGISTER 2023 | 3 |
KING IV APPLICATION REGISTER
OUTCOMES AND PRINCIPLES | EXPLANATION OF THE APPLICATION OF THE PRINCIPLES | |||
OUTCOME: EFFECTIVE CONTROL continued | ||||
Principle 7: The Board should comprise the | The Board is continuously evaluating its composition to ensure that it is aligned | |||
appropriate balance of knowledge, skills, | with socio-economic transformation reflective of South Africa's population | |||
experience, diversity and independence for it to | demographics. | |||
discharge its governance role and responsibilities | To ensure a formal and transparent appointment process, any new appointment | |||
objectively and effectively | ||||
of a director is considered by the Board as a whole, on the recommendation of | ||||
Disclosure requirement in Code | the Nominations Committee. The selection process involves considering the | |||
The governing body should ensure disclosure on | existing balance of knowledge, skills and experience on the Board and a continual | |||
the following: | process of assessing the needs of DRDGOLD and the Board's effectiveness and | |||
ability to discharge its governance role and responsibilities objectively and | ||||
• Whether the governing body is satisfied that its | effectively. | |||
composition reflects the appropriate mix referred | On an annual basis, a review of the independence of the directors of the Board is | |||
to above | undertaken within the meaning ascribed thereto in the JSE Listings Requirements | |||
• Targets set for gender and race representation | ||||
and the King IV Report on Corporate Governance for South Africa 2016 (King IV). | ||||
and progress against these targets | ||||
• | Categorisation of each member of the governing | The Board has adopted a policy on the promotion of gender and race diversity | ||
• | body as executive or non-executive | and inclusion at the Board level. | ||
Categorisation of non-executive members of the | The composition of the Board is diverse and reflective of transformation and | |||
governing body as independent or not, and when | ||||
a non-executive member has been serving for | South Africa's demographics. | |||
longer than nine years | ||||
With | legal, financial and engineering experience represented amongst the | |||
• | The qualifications and experience of members | |||
independent non-executive directors, complimenting the extensive skills and | ||||
• The length of service and age of members of the | ||||
experience of the chairman and executive directors, the Board has an | ||||
governing body | ||||
appropriate mix of knowledge, skills and experience. The composition of the | ||||
• | Other governing body and professional positions | |||
Board also introduces the required element of diversity and independence. The | ||||
held by each member | ||||
Board is therefore comfortable with its composition under current circumstances | ||||
• | Reasons for removal, resignation or retirement of | |||
and considering the challenges faced by the business. | ||||
members of the governing body | ||||
• | The governing body should disclose on the | Refer to the DRDGOLD website at: www.drdgold.com/about-us/leadershipfor | ||
independence of the chair and whether or not a | disclosure regarding the composition of the Board and on each of the directors. | |||
lead independent director had been appointed | Nominations Committee continues to play an active role in assessing the | |||
and the role and responsibilities assigned to the | The | |||
position | Board composition and identifying appropriate candidates for appointment to | |||
the Board. |
A formal induction programme is available for new directors including background material on the Company's business and Board matters, guidance on directors' duties and responsibilities, and meetings with senior executives. All directors have been on site visits to familiarise themselves with the operations and to meet with senior management. Ongoing training includes workshops presented by external advisors and additional training is facilitated as required. Site visits to the operations are held from time-to-time and directors receive regular briefings on legal and other developments, including changes in the business and the business environment.
One of the independent non-executive directors has served on the Board for longer than nine years.
Mr Edmund Abel Jeneker has been serving as an independent non-executive director since November 2007. Furthermore, Mr Jeneker serves as lead independent director and his main responsibilities include:
- Leading in the absence of the chairman of the Board
- Serving as sounding board for the chairman of the Board
- Acting as intermediary between the chairman of the Board and other Board members, when necessary
- Strengthening the independence of the Board
- Leading the assessment of the performance of the chairman of the Board
DRDGOLD KING IV APPLICATION REGISTER 2023 | 4 |
KING IV APPLICATION REGISTER
OUTCOMES AND PRINCIPLES | EXPLANATION OF THE APPLICATION OF THE PRINCIPLES | |||
OUTCOME: EFFECTIVE CONTROL continued | ||||
Principle 8: The Board should ensure that its | The following Board committees are established: | |||
arrangements for delegation within its own | • | Audit Committee | ||
structures promote independent judgement, and | ||||
assist with balance of power and the effective | • | Risk Committee | ||
discharge of its duties | • | Nominations Committee | ||
Disclosure requirement in Code | ||||
• | Remuneration Committee | |||
The governing body should ensure disclosure of the | ||||
following as regards each of its committees: | • | Social and Ethics Committee | ||
• | The role and functions | Each committee has a minimum of three members as recommended by King IV. | ||
• | Composition, including each member's | The composition of each committee is also aligned with the King IV | ||
qualifications and experience | recommendations. The members of the Audit Committee are independent non- | |||
• | Any external advisers who regularly attend or are | executive directors. The chairman of the Board does not serve on the Audit | ||
invited to attend committee meetings | Committee. The Board is comfortable that the current composition of the Audit | |||
• | Key areas of focus | Committee contributes to its effectiveness in fulfilling its duties. This position is | ||
• | Number of meetings and attendance | monitored on a continuous basis. | ||
• | Whether the committee is satisfied that it has | Information about the Risk Committee, Nominations Committee, Remuneration | ||
fulfilled its responsibilities for the reporting period | ||||
in accordance with the terms of reference | Committee and the Social and Ethics Committee is on page 111 to page 115 of | |||
the Annual Integrated Report 2023 at: www.drdgold.com/investors/reports-and- | ||||
results#ars2023. | ||||
Board is also comfortable that the current composition of the Board | ||||
The | ||||
committees contributes to effective collaboration as well as a balanced | ||||
distribution of power so that no individual has the ability to dominate | ||||
decision-making and no undue reliance is placed on any individual. | ||||
The terms of reference for each of the Board committees which are disclosed in | ||||
our Annual Integrated Report 2023 provide the following information: | ||||
• | Composition of each committee and qualifications and experience of members | |||
• | Information on external advisors who regularly attend committee meetings | |||
• | Key areas of focus of each committee | |||
• | Number of committee meetings and attendance | |||
• | Confirmation by each committee that it is satisfied that it has fulfilled its | |||
responsibilities for the reporting period | ||||
DRDGOLD KING IV APPLICATION REGISTER 2023 | 5 |
KING IV APPLICATION REGISTER
OUTCOMES AND PRINCIPLES | EXPLANATION OF THE APPLICATION OF THE PRINCIPLES |
OUTCOME: EFFECTIVE CONTROL continued | |
In addition to the general disclosure required in | Refer to the DRDGOLD website at:www.drdgold.com/investors/reports-and- |
respect of each committee of the governing body in results#ars2023for access to the report of the Audit Committee included in the
terms of this Code and statutory disclosure, the | annual financial statements. The report confirms, amongst others, that the Audit | |||||||||||
Audit Committee should ensure disclosure on the | Committee has: | |||||||||||
following: | • | Satisfied itself with the independence and performance of the external audit | ||||||||||
• | Whether the Audit Committee is satisfied that the | firm as well as the quality of the external audit | ||||||||||
auditor is independent of the organisation which | • | Ensured that the reappointment of BDO South Africa Inc. (BDO) (with the | ||||||||||
disclosure should be done with reference to: | ||||||||||||
designated partner, Jacques Barradas), upon the recommendation of the | ||||||||||||
• | the nature and extent of non-audit services | |||||||||||
Board, following the recommendation of the Audit Committee, has been | ||||||||||||
rendered | ||||||||||||
presented and included as a resolution at the annual general meeting to be | ||||||||||||
• | audit firm tenure and, in the event of the audit | |||||||||||
held on | 29 November 2023 | , which reappointment as the Company's | ||||||||||
firm having been involved in a merger or | ||||||||||||
independent external registered auditors is for the ensuing period commencing | ||||||||||||
acquisition, including tenure of its predecessor | ||||||||||||
from | 29 November 2023 | and terminating on the conclusion of the next AGM | ||||||||||
• | rotation of the designated audit partner | |||||||||||
Satisfied itself with the effectiveness of the internal audit function as well as the | ||||||||||||
• | significant changes in management during | • | ||||||||||
tenure of external audit firm | Chief Financial Officer (CFO) and finance function | |||||||||||
• | Significant matters that the Audit Committee has | |||||||||||
• | Satisfied itself with the effectiveness of the design and implementation of the | |||||||||||
considered in relation to the AFS and how these | ||||||||||||
were addressed by the committee | internal financial controls | |||||||||||
• | The Audit Committee's view on the quality of the | • | Satisfied itself with the effectiveness of the combined assurance process | |||||||||
external audit, with reference to audit quality | ||||||||||||
indicators such as those that may be included in inspection reports issued by external audit regulators
- The Audit Committee's view on the effectiveness of the chief audit executive and the arrangements for internal audit
- The Audit Committee's views on the effectiveness of the design and implementation of internal financial controls, and on the nature and extent of any significant weaknesses in the design, implementation or execution of internal financial controls that resulted in material financial loss, fraud, corruption or errors
- The Audit Committee's views on the effectiveness of the CFO and the finance function
- The arrangements in place for combined assurance and its views on the effectiveness thereof
DRDGOLD KING IV APPLICATION REGISTER 2023 | 6 |
KING IV APPLICATION REGISTER
OUTCOMES AND PRINCIPLES | EXPLANATION OF THE APPLICATION OF THE PRINCIPLES | |
OUTCOME: EFFECTIVE CONTROL continued | ||
Principle 9: The Board should ensure that the | The effectiveness and performance of the Board as a whole and the individual | |
evaluation of its own performance and that of its | Board Committees is evaluated annually. The 2023 evaluation and report into the | |
committees, its chair and its individual members, | effectiveness of the Board as a collective was based on qualitative interviews and | |
support continued improvement in its performance | a quantitative questionnaire. Generally, the review was positive. The Board | |
and effectiveness | members are mature, committed, value-adding and fulfil their duties with the | |
Disclosure requirement in Code | necessary preparedness and diligence. The Board works well and functions | |
optimally in all of its obligations, roles, functions and accountabilities. The | ||
The governing body should ensure disclosure on: | ||
directors have the requisite mix of skills to ensure that they have a robust | ||
• A description of the performance evaluations | understanding of the business and remain in tune with the operating context. | |
The integrity, quality and value of the governance reporting is of a high standard | ||
undertaken during the reporting period, including | ||
with ongoing refinement of information and discussions. It was noted that the | ||
the scope, whether formal or informal and | Board is now diverse, from a transformation perspective and the gender | |
whether in-house or facilitated externally | ||
composition had also been addressed. Given the long tenure of some directors | ||
• | An overview of results and remedial actions taken | |
on the Board, a comprehensive succession plan is still required. The Board | ||
• | Its views on whether the evaluation process is | remains resolute in its focus and commitment to ensuring ongoing operational, |
effective in improving performance and | technical and process improvement (the flow of information between the Board |
effectiveness of the governing body | |
and Management is effective and we are adequately kept abreast of | |
developments with appropriate updates between meetings). | |
Social and Ethics Committee: | |
The Board is satisfied with the quality of and on-going refinements to integrated | |
reporting on sustainability and the environment as an integral part of risk | |
management and strategic objectives of the Company. The Social and Ethics | |
Committee has noted that environmental, social and governance (ESG) reporting | |
has become an integral component to measuring the sustainability and ethical | |
impact and performance of the Company. | |
The Board has recommended the repositioning of the Social and Ethics | |
Committee to have a structured approach to sustainability related issues in | |
meeting agendas and management reports to ensure that we are incorporating | |
all the themes and requirements relating to ESG and climate change. | |
The Board is satisfied that the chairman of the Social and Ethics Committee has | |
sufficient expertise and experience to oversee sustainability relates issues as he is | |
a qualified ESG Competent Director and Climate Change Competent Director. | |
Risk Committee: | |
The Risk Committee assists the Board with the governance of risk and monitoring | |
of risk management. | |
Audit Committee: | |
The Board has delegated to the Audit Committee oversight of, inter alia, the | |
effectiveness of the Company's assurance services, with particular focus on | |
combined assurance, including external audit and internal audit and the finance | |
function as well as the integrity of the annual integrated report and the annual | |
financial statements. The Board remains satisfied with the combined assurance | |
and overall integrity and quality of financial, budgeting and forecasting | |
information. | |
Remuneration Committee and Nominations Committee: | |
The Remuneration Committee and Nominations Committee continue to be | |
effective. | |
DRDGOLD KING IV APPLICATION REGISTER 2023 | 7 |
KING IV APPLICATION REGISTER
OUTCOMES AND PRINCIPLES | EXPLANATION OF THE APPLICATION OF THE PRINCIPLES | ||||||||||||||||
OUTCOME: EFFECTIVE CONTROL continued | |||||||||||||||||
Principle 10: The Board should ensure that the | The Board has the authority to exercise all of the powers and perform any of the | ||||||||||||||||
appointment of, and delegation to, management, | functions of the Company, except as otherwise provided in the Companies Act, | ||||||||||||||||
contributes to role clarity and the effective exercise | No. 71 of 2008 (Companies Act) or the MOI of the Company. Specific authority | ||||||||||||||||
of authority and responsibilities | and powers of the Board have been delegated to management and such | ||||||||||||||||
Disclosure requirement in Code | delegation is captured in a formal delegation of authority framework that is | ||||||||||||||||
reviewed by the Board on a regular basis. The Board is comfortable and satisfied | |||||||||||||||||
The governing body should ensure disclosure on: | |||||||||||||||||
that this framework contributes to role clarity and the effective exercise of | |||||||||||||||||
• | In relation to the CEO: | authority and responsibilities. | |||||||||||||||
Additional information on executive management can be found on the DRDGOLD | |||||||||||||||||
• | notice period in employment contract and | ||||||||||||||||
website and in the Annual Integrated Report 2023 at: www.drdgold.com/investors/ | |||||||||||||||||
contractual conditions related to termination | |||||||||||||||||
reports-and-results#ars2023. | |||||||||||||||||
• | other professional commitments of the CEO, | ||||||||||||||||
including membership of governing bodies | The CEO does not have any commitments outside of DRDGOLD. The notice | ||||||||||||||||
outside the organisation | |||||||||||||||||
period of the CEO in terms of his employment contract is three months. There are | |||||||||||||||||
• | whether succession planning is in place for the | ||||||||||||||||
no other conditions relating to termination of employment for the CEO which are | |||||||||||||||||
CEO position | not standard employment conditions in the Group. A succession plan is in place | ||||||||||||||||
for the CEO position. | |||||||||||||||||
• | In relation to delegation: | ||||||||||||||||
The Company Secretary is appointed by the Board in accordance with the | |||||||||||||||||
• | statement on whether the governing body is | ||||||||||||||||
Companies Act and the JSE Listings Requirements and her performance is | |||||||||||||||||
satisfied that the delegation of authority | |||||||||||||||||
evaluated annually during the independent assessment of Board effectiveness. | |||||||||||||||||
framework contributes to the role clarity | and | ||||||||||||||||
The Board is satisfied that the Company Secretary is properly qualified and | |||||||||||||||||
the effective exercise of authority and | |||||||||||||||||
experienced to competently carry out the duties and responsibilities of a | |||||||||||||||||
responsibilities | |||||||||||||||||
company secretary. | |||||||||||||||||
• | In relation to the Company Secretary: |
- arrangements in place for accessing professional corporate governance services and a statement on whether the governing body believes those arrangements are effective
DRDGOLD KING IV APPLICATION REGISTER 2023 | 8 |
KING IV APPLICATION REGISTER
OUTCOMES AND PRINCIPLES | EXPLANATION OF THE APPLICATION OF THE PRINCIPLES | |
OUTCOME: EFFECTIVE CONTROL continued | ||
Principle 11: The Board should govern risk in a way | The Board has ultimate responsibility to oversee risk management, including | |
that supports the Company in setting and achieving | those relating to economic and ESG as they are intrinsically linked to our strategic | |
its strategic objectives | focus areas. Through its Risk Committee, the Board has delegated the | |
Disclosure requirement in Code | development of risk mitigation policies and procedures to Management, | |
supported by the Group's Risk Management Function, which is responsible for the | ||
The governing body should ensure disclosure of the | ||
overall governance of risk and for monitoring the success of controls and | ||
nature and extent of the risks and opportunities the | mitigation plans. The Board's Risk Committee annually reviews and approves the | |
organisation is willing to take without compromising | risk management framework, policy and plan and reviews risk information on a | |
sensitive information. | quarterly basis to ensure that risk is effectively understood and managed. | |
The governing body should ensure disclosure on: | The Group's enterprise-wide risk management process through its risk | |
management framework and policy facilitates a structured and disciplined | ||
• | Overview of arrangements for governing and | approach to the risk management process that aligns and integrates the |
managing risk | Company's strategy with internal processes to ultimately create value. | |
• | Key focus areas during the reporting period, | The Group's strategic and operational risks are annually assessed through |
including objectives, key risks as well as undue, | ||
workshop sessions held with risk owners. The Group's risk function monitors and | ||
unexpected or unusual risks and risks taken | ||
reviews these registers on a continuous basis with risk owners and submits a risk | ||
outside of risk tolerance levels | ||
report quarterly to the Risk Committee. | ||
• | Actions taken to monitor the effectiveness of risk | |
management and how the outcomes were | Refer to the DRDGOLD website at:www.drdgold.com/investors/reports-and- | |
addressed | results#ars2023for access to the risk report included in the Annual Integrated | |
• | Planned areas of future focus | Report 2023. The report elaborates on the arrangements for governing and |
managing risk as well as the key focus areas during the reporting period and the planned areas of future focus. Key risks and actions taken to monitor the effectiveness of the risk management processes are also addressed in the report.
Principle 12: The Board should govern technology and information in a way that supports the Company setting and achieving its strategic objectives
Disclosure requirement in Code
The governing body should, with regards to technology and information, ensure disclosure on:
- Overview of arrangements for governing and managing technology and information
- Key focus areas during the reporting period, including objectives, significant changes in policy, significant acquisitions and remedial action taken as a result of major incidents
- Actions taken to monitor the effectiveness of technology and information management and how the outcomes were addressed
- Planned areas of future focus
Technology and information governance is ultimately the responsibility of the Board. The Audit Committee oversees the information and technology governance in respect of DRDGOLD's environment, integrated into key business objectives and monitored for compliance and performance. Among the key aims of the information and technology framework are to standardise business processes across the Group, reduce internal costs and ensure sound governance.
Information and technology risks (which include cybercrime) are assessed as part of the annual strategic and operational risk assessments. Mitigation controls are annually assessed for adequacy and effectiveness by internal audit and external specialists in line with the Group's Combined Assurance Framework. The outcome of risk assessments and assurance activities are reported to the Risk Committee.
DRDGOLD KING IV APPLICATION REGISTER 2023 | 9 |
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DRDGOLD Limited published this content on 30 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 October 2023 15:51:43 UTC.