Corporate Governance

CODE OF CORPORATE PRACTICE AND CONDUCT

Grinaker-LTA is committed to high standards of corporate governance and affirms its commitment to the principles of openness, integrity and accountability. The Group is a subsidiary of Aveng Limited, a company listed on the JSE Securities Exchange South Africa, and apply the principles set out in the Code of Corporate Practices and Conduct in the King II Report as a means of conducting the affairs of the Group.

The board of directors is responsible for setting the direction of the Group through the establishment of strategic objectives and key policies. It monitors the implementation of these strategies and policies through various standing committees and processes.

Executive and risk management committee

The board has laid down material matters that are reserved for decision by this committee including the management of risk.

Remuneration committee

The remuneration committee, which meets at least annually, is responsible for ensuring that the directors are fairly rewarded for their contribution to the Group's overall performance.

Audit committee

The audit committee meets four times each year. The committee's primary objective is to provide the board with additional assurance regarding accounting, auditing, internal controls and financial matters. The external and internal auditors have unrestricted access to the audit committee.

Safety, health and environmental reporting have been included in the internal audit process.

Internal audit

The internal audit department is an independent appraisal function, which examines and evaluates the activities and appropriateness of the systems of the systems of control. The department reports directly to the Group Financial Director on day-to-day matters and has unrestricted access to the audit committee.

Employment equity

Grinaker-LTA's affirmative action policies are based on the recognition that a significant proportion of the workforce needs special assistance if the full potential of all employees is to be achieved, so that individuals can compete effectively in the labour market. The Group believes that the development of skills is a critical issue, and programmes are implemented rigorously in all subsidiary companies.

The Group is committed to the provisions of the Employment Equity Act and has submitted an annual consolidated employment equity plan to the Department of Labour.

CODE OF BUSINESS CONDUCT

• The law will not be violated when conducting business for or on behalf of the group. 
• Safety is paramount, never to be compromised in the pursuit of any other objective.
• Aveng has a zero tolerance policy on bribery and any unethical payments to clients or business associates will result in disciplinary action.  Efforts to manipulate the markets in which the group is active, including collusion with competitors, will be dealt with similarly.
• Any possible conflict of interest in handling group affairs will be avoided and employees will perform their duties conscientiously, honestly and in accordance with the best interests of the group and its shareholders.
• Employees will not derive personal advantage from their position in the group, nor will they acquire any business interest which could divert their energy from group responsibilities.  They will not participate in an activity that is potentially in conflict with group interests or which could be perceived to impair their independence.  Employees will not accept gifts, hospitality, or other favours from suppliers or potential suppliers of goods or services which, in the view of their immediate line superior or colleagues would be unwise, potentially sending the wrong message to subordinates and/or placing the recipient or the group under perceived obligation.
• Group funds, property and assets will be used only for legitimate business purposes.  Strict internal controls and governance procedures of the highest order will be introduced and enforced to discourage fraud and safeguard the group.
• Accurate and reliable records will be kept which fairly reflect all business transactions in terms of statements of International Financial Reporting Standards, for the group to properly manage its affairs and meet its legal, financial, and reporting obligations.  Personal and business information gained in the course of business dealings will be safeguarded and its privacy respected.
• The group will uphold its employment equity policy which requires that equal opportunity be offered to all employees.  The individuality of each person, their right to freedom of association and to absolute privacy in this regard will be respected.  Harassment of any form, including sexual harassment, will be viewed in a very serious light and appropriate disciplinary action taken. 
• Aveng’s people are unquestionably its most important asset.  Through careful selection, ongoing development, performance based management and fair reward, every person in our group will be encouraged to realise their full potential.  Exceptional commitment to the group’s core values of integrity, quality and entrepreneurship will be appropriately rewarded.
• Aveng will strive to be a leading corporate citizen, working with employees, their families, local communities and society at large to improve the overall quality of life and to achieve sustainable economic development at all levels.
• The group will promote policies and operating procedures that conserve resources and minimise the environmental impact of its business activities.
• Finally, Aveng, its subsidiaries and officers will seek to build an atmosphere of openness and trust through regular, timeous and courteous communication with all stakeholders.