Investor Relations
Corporate Governance
19 March 2009
MiX Telematics is fully committed to and compliant with the principles of the Code of Corporate Practices and Conduct set out in King II. In so doing, the directors recognise the need to conduct the enterprise with integrity and in accordance with generally acceptable corporate practices. This includes timely, relevant and meaningful reporting to its shareholders and other stakeholders providing a proper and objective perspective of the company and its activities.
The directors have, accordingly, established mechanisms and policies appropriate to the company’s business in keeping with its commitment to best practices in Corporate Governance in order to ensure compliance with King II. The board will review these from time to time.
The formal steps taken by the directors are summarised below.
Board of Directors
The board of directors consists of 5 executive directors and 4 non-executive directors of whom 1 is considered independent (it is the intention to appoint a second independent non-executive director as soon as possible). The board will ensure that there is an appropriate balance of power and authority on the board, such that no one individual or block of individuals can dominate the board’s decision taking.
The non-executive directors are individuals of calibre, credibility and have the necessary skills and experience to bring judgment to bear independent of management, on issues of strategy, performance, resources, transformation, diversity and employment equity, standards of conduct and evaluation of performance. More about board of directors
Appointment of Directors
Board appointments shall be conducted in a formal and transparent manner by the board as a whole, free from any dominance of any one particular shareholder.
The meetings at which appointment of directors is discussed and/or confirmed will be properly minuted.
This policy also bears reference to the need for the annual appraisal of the performance of the board and individual directors.
New directors shall hold office until the next annual general meeting, at which they shall retire and become available for re-election.
A brief CV of any new director standing for election at the annual general meeting shall accompany the notice of annual general meeting contained in the annual report.
Audit Committee
The board has established an audit committee which comprises non-executive directors. The majority of the members will be financially literate. The committee’s primary objective will be to provide the board with additional assurance regarding the efficacy and reliability of the financial information used by the directors, to assist them in the discharge of their duties. The committee will be required to provide satisfaction to the board that adequate and appropriate financial and operating controls are in place; that significant business, financial and other risks have been identified and are being suitably managed; and that satisfactory standards of governance, reporting and compliance are in operation.
Within this context, the board is responsible for the TeliMatrix group’s systems of internal financial and operational control. The executive directors will be charged with the responsibility of determining the adequacy, extent and operation of these systems. Comprehensive reviews and testing of the effectiveness of the internal control systems in operation will be performed by external practitioners, who report to the audit committee.
The audit committee will meet at least twice a year. Executives and managers responsible for finance, the heads of the internal audit and the external auditors will be in attendance.
The audit committee may authorise engaging for non-audit services with the appointed external auditors or any other practising firm of auditors, after consideration of the following:
- the essence of the work to be performed may not be of a nature that any reasonable and informed observer would construe as being detrimental to good corporate governance or in conflict with that normally undertaken by the accountancy profession;
- the nature of the work being performed will not affect the independence of the appointed external auditors in undertaking the normal audit assignments;
- the work being done may not conflict with any requirement of IFRS or principles of good corporate governance;
- consideration to the operational structure, internal standards and processes that were adopted by the audit firm in order to ensure that audit independence is maintained in the event that such audit firm is engaged to perform accounting or other non-audit services to its client base.
Specifically:
- the company may not appoint a firm of auditors to improve systems or processes where such firm of auditors will later be required to express a view as to the functionality or effectiveness of such systems or processes.
- the company may not appoint a firm of auditors to provide services where such firm of auditors will later be required to express a view on the fair representation of information in respect of these services to the company.
- the total fee earned by an audit firm for non-audit services in any financial year of the company, expressed as a percentage of the total fee for audit services, may not exceed 35% without the approval of the board.
- a firm of auditors will not be engaged to perform any management functions (e.g. acting as curator) without the express prior approval of the board. A firm of auditors may be engaged to perform operational functions, including that of bookkeeping, when such firm of auditors are not the appointed external auditors of the company and work is being performed under management supervision.
The audit committee may delegate the approval of the appointment of a firm of auditors for non-audit services to management when the cumulative total budgeted cost for an assignment or assignments does not exceed such amount stipulated from time to time by the board from the date of the last report-back of the use of the appointed external auditors or any other practising firm of auditors, to the audit committee. Management shall report back on the use of the appointed external auditors or any other practising firm of auditors at meetings of the audit committee.
Information relating to the use of non-audit services from the appointed external auditors of the company shall be disclosed in the notes to the annual financial statements. Separate disclosure of the amounts paid to the appointed external auditors for non-audit services as opposed to audit services, shall be made in the annual financial statements.
Remuneration Committee
The remuneration committee is mandated by the board to set the remuneration and incentivisation of all senior executives, including executive directors. In addition, the remuneration committee recommends directors’ fees payable to non-executive directors and members of board sub-committees. These fees are approved by shareholders at the annual general meeting.
The committee will be made up of at least two non-executive directors and an executive director. The committee will be chaired by a non-executive director. The remuneration committee will meet when necessary but at least once a year.
Directors' Dealings and Proffessional Advice
The company will operate a policy of prohibiting dealings by directors and certain other managers in periods immediately preceding the announcement of its interim and year-end financial results, any period while the company is trading under cautionary announcement and at any other time deemed necessary by the board.
The board will establish a procedure for directors, in furtherance of their duties, to take independent professional advice, if necessary, at the company’s expense. All directors will have access to the advice and services of the company secretary.
The Company Secretary
The company secretary will provide the board as a whole and directors individually with detailed guidance as to how their responsibilities should be properly discharged in the best interest of the company. The company secretary will provide a central source of guidance and advice to the board, and within the company, on matters of ethics and good corporate governance. The company secretary will be subjected to an annual evaluation by the board.
Risk Management and Internal Controls
The objective of risk management is to identify, assess, manage and monitor the risks to which the business is exposed.
This is a board responsibility.
The most significant risks faced by MiX Telematics include various macro economic conditions, competitors within the industry, the introduction of new technology by competitors or technology failure, a shortage of specialised skills in the market as well as the risk of cancellation of key international contracts,. Furthermore, the level of borrowings and the exposure to interest rate movement need to be constantly monitored.
These and all other relevant risks will be assessed and monitored regularly and where appropriate insurance cover may be purchased for certain risks above pre-determined limits.
To enable the directors to meet these responsibilities, the board will set standards and management will implement systems of internal control, comprising policies, procedures, systems and information to assist in: – safeguarding assets and reducing the risk of loss, error, fraud and other irregularities; – ensuring the accuracy and completeness of accounting records and reporting; and – the timely preparation of reliable financial statements and information in compliance with relevant legislation and generally accepted accounting policies and practices.
Communication
It will be the policy of MiX Telematics to meet regularly with institutional shareholders and investment analysts, as well as to provide presentations on the company and its performance.
Employment Equity
MiX Telematics will place particular emphasis on the development and training of its people, and will endeavour to ensure that employees are offered equal opportunity and appropriate participation.
Ethics
MiX Telematics are committed to promoting the highest standards of ethical behaviour amongst all its employees and, to this extent, a Code of Ethics for the company and its employees is to be adopted.
