Building better governance practices

Effective governance is a vital component to the group’s sustainability. The board has a responsibility for ensuring the group is, and is seen to be, a responsible corporate citizen.

Prioritising ethical behaviour

Since listing, the board and executive management team have prioritised the enhancement of the company’s governance. Although the group’s management structure is decentralised, the common thread of an ethical culture exists at each of our businesses. The board of directors, as the custodian of good governance in the group, acknowledges its responsibility to safeguard the ethical base that is central to the company’s values.

The board subscribes to the principles and recommended practices contained in King IV™, which are fundamental to good governance. The recommended corporate governance structures and practices are pivotal to delivering sustainable value in the interest of all Pepkor’s stakeholders. As such, the group reviews these regularly to reflect best practice, facilitate effective leadership and responsible corporate citizenship.

The board and the CEO, supported by the executive leadership team, are responsible for upholding good corporate governance. Decisions by the board should embody fairness, responsibility, accountability and transparency. By setting the tone, the board ensures a culture of robust governance filters through the organisation.


Pepkor’s combined assurance model addresses all significant risks faced by the group. It comprises management, the internal audit function, external audit services, and other specialists contributing to combined assurance.

Internal audit’s scope includes a review of the financial and non-financial data as part of the review of the group’s reporting suite. External assurance applies to the audit opinion on the annual financial statements and the B-BBEE contributor level status.


The group’s policies direct behaviour and give guidance on procedures and processes. These provide consistency in our operating businesses and support our strategy. Amendments or new policies are tabled with the group executive committee for submission to the board and its committees for approval, where necessary. Approved policies are communicated across the group to divisional management. They, in turn, have the responsibility to communicate it to their employees and ensure implementation. Feedback is provided to the SEC on the implementation and actions taken by divisional management for policies that are in the scope of the SEC’s terms of reference.


While effective control of the group is the responsibility of the board, it has delegated certain authority to executive management and board committees, The board is also responsible for setting an ethical tone, creating a culture of integrity and compliance characterised by appropriate levels of transparency and disclosure. The board’s function is assisted and supplemented by the SEC.

The SEC oversees and reviews the group’s strategy and performance as it relates to ESG matters. The independent non-executive chair of the committee, together with the CEO, is responsible at board level for all ESG matters reported on in the sustainability report, including climate change.

The board confirms it has reviewed the content of the information and believes it is a fair presentation of the group’s sustainability performance.