RCL Foods : 2023 King IV Applications Register

KING IV PRINCIPLE

APPLICATION OF PRINCIPLE

Principle 1:

The RCL FOODS Board is committed to driving its strategy, operations and

The governing body should

performance based on an ethical foundation, acting in the best interest of the

Group and all stakeholders. The Board is held accountable for ethical and effective

lead ethically and effectively.

leadership through adherence to the Board Charter and annual performance

evaluations administered by the Company Secretary. The Board and its Committees

demonstrate ethical and effective leadership through a robust governance

framework strongly embedded in the Group's strategy and performance. Detailed

reporting to the Board and its Committees further enables a higher level of

oversight and effective decision-making by the Board. The Group has established

an RCL FOODS Code of Ethics framework, along with its culture, behaviours and

values, which applies to all employees and to the Board of Directors of the Group, to

ensure the highest level of corporate governance and ethical behavior is practiced

in the day-to-day activities of the Group.

Principle 2:

The members of the Board hold each other accountable for ethical decision-making

The governing body should

and behaviour. The Social and Ethics Committee in particular assists the Board

with monitoring and reporting on social, ethical and transformational practices

govern the ethics of the

that support the establishment of an ethical culture at RCL FOODS. This includes

organisation in a way that

monitoring adherence to RCL FOODS' Code of Ethics (published on the Group's

supports the establishment

intranet), which applies to all employees and to the Board of Directors of the Group,

of an ethical culture.

and also forms part of the contractual obligations of parties in the supply chain.

Ethical standards are also incorporated into the various functional policies and

procedures, whose implementation is monitored via the Audit and Risk Committees.

RCL FOODS provides an independently run mechanism, Tip-offs Anonymous, to

enable employees and third parties to report any perceived or alleged irregular

and unethical behaviour in a confidential and controlled manner. Allegations are

monitored and managed within the Group Ethics and Compliance function, and

regular feedback is provided to the Social and Ethics Committee.

KING IV PRINCIPLE

APPLICATION OF PRINCIPLE

Principle 3:

The Board, via the Social and Ethics Committee mandate, drives the advancement of

The governing body should

economic and social development of our communities through collaborative long-

term partnerships. Responsible corporate citizenship is integrated in the Group's

ensure that the organisation is,

strategy, in which the RCL FOODS Sustainability Strategy is embedded.

and is seen to be, a responsible

corporate citizen.

The Social and Ethics Committee assists the Board with the monitoring and

reporting of social, ethical and transformational practices that are consistent with

responsible corporate citizenship. These are described in the Sustainable Business

Report and the report of the Social and Ethics Committee contained in the Corporate

Governance Report which is available on our website at

www.rclfoods.com/financial-results-and-reports-2023

Principle 4:

The Board, in accordance with the Board Charter, is responsible for aligning

The governing body

RCL FOODS'

strategic objectives,

vision and mission with performance

and

sustainability

considerations. While

the formulation and development of

the

should appreciate that the

Group's short-, medium- and long-term strategy are delegated to management, the

organisation's core purpose,

Board oversees the realisation of RCL FOODS' core purpose and values through

its risks and opportunities,

this strategy. It also adopts a stakeholder-inclusive approach in its decision-making

strategy, business model,

so that legitimate and reasonable stakeholder needs, interests and expectations are

performance and sustainable

taken into account for sustainable value creation.

development are all inseparable

elements of the value creation

The Board reviews and monitors the capital and resources required for the

process.

achievement of the Group strategy.

The Group has a formalised risk management process in place which takes into

account the full range of material risks, including strategic and operational risks,

that might affect its performance and sustainability. The Audit and Risk Committees

assist with the governance of risk by continuously monitoring risks and ensuring

appropriate controls are in place. For more detail on the risk management process

refer to the Corporate Governance Report which is available on our website at

www.rclfoods.com/financial-results-and-reports-2023

Principle 5:

RCL FOODS publishes an Abridged Integrated Annual Report that presents the

The governing body should

material information on RCL FOODS and its subsidiaries in an integrated manner.

This provides stakeholders with a balanced and holistic view of the Group's financial,

ensure that reports issued

environmental, social and governance (ESG) and economic impacts so that they

by the organisation enable

can better understand the Group's

short-, medium- and long-term prospects.

stakeholders to make

Information on the Group's value creation is presented in a concise, understandable

informed assessments of the

and contextualised manner so that the integrated performance of the Group and

organisation's performance, and

its future prospects are clear. The Group strives to continually improve the way in

its short-, medium- and long-

which it communicates with stakeholders through its reporting practices.

term prospects.

Principle 6:

The Board is the highest governing authority within RCL FOODS, and through its

The governing body should

charter it carries the ultimate responsibility for governance of the Group. It has

adopted the principles of King IV, and where the recommendations are not applied,

serve as the focal point

reasons for an alternative approach have been explained. The Board is supported

and custodian of corporate

by the Audit and Risk Committees and external assurance providers (as part of

governance in the organisation.

the Combined Assurance Framework) who assist with the governance of risk

through detailed monitoring of risks and ensuring appropriate controls are in place.

The Board Charter and Board Committee Charters are reviewed annually.

For more information, refer to the Corporate Governance Report available on our

website at www.rclfoods.com/financial-results-and-reports-2023