Corporate governance is a term that refers broadly to the rules, processes, or laws by which businesses are operated, regulated, and controlled. The term can refer to internal factors defined by the officers, stockholders or constitution of a corporation, as well as to external forces such as consumer groups, clients, and government regulations.
At Edcon, they apply sound corporate governance as a means of ensuring the sustainability of the organisation and its business. To them, sustainability means that Edcon will continue to survive and thrive to the benefit of all their stakeholders, always with due cognisance of their integrated economic, social and environmental performance.
The directors complete questionnaires on an annual basis to evaluate the effectiveness of the Board. This mechanism is used to ensure not only that the Board’s chartered responsibilities are complied with, but also that adequate attention is paid by the Board to matters of both performance and conformance. The results of the exercise are collated by the Company Secretary, considered by the Chairman and discussed with the Board for purposes of performance improvement. A mechanism to evaluate the performance of individual directors is currently under consideration.
Directors are required to inform the Board timeously of conflicts or potential conflicts of interest they may have in relation to particular items of business. Directors are obliged to excuse themselves from discussions or decisions on matters in which they have a conflicting interest, unless resolved otherwise by the remaining members of the Board. Directors are required to disclose other directorships they hold and their interests in contracts that Edcon may conclude or may already have concluded, at least annually and as and when changes occur. All directors have agreed to consult with and obtain the consent of the Chairman (and, in the case of executive directors, the Chief Executive) in regard to appointments to the Boards of other companies. Declarations of interest are tabled annually at the Board meeting or whenever a director has concluded or is about to conclude a contract where he is conflicted.
Directors have unlimited access to the Company Secretary, who acts as an advisor to the Board and its committees on issues including compliance with rules and procedures, legislation affecting Edcon and the King Code. Articles dealing with recent developments in the corporate governance arena are included as a regular feature in the papers prepared for the quarterly Board meetings. Furthermore, any director may, in appropriate circumstances and at the expense of Edcon, obtain independent professional advice. The directors are also entitled, with the prior knowledge of the Chief Executive Officer, to have access to senior management and to relevant Edcon information.
Integrity is a crucial part of Edcon’s value by which the entire staff must live up to. They are open, honest, fair and inclusive in all their relationships. They accept and learn from...