Corporate Governance

The board of directors endorses, and is fully committed to complying where possible and appropriate, with the principles of the Code of Corporate Practices and Conduct as set out in the King Report on Corporate Governance. In supporting the code, the directors recognise the need to lead the company with integrity and in accordance with generally accepted corporate practices.

The principles of good governance adopted by the company have been applied in the following way:

Board of Directors

The board currently  meets quarterly or more often as required and has the ultimate responsibility for major strategic policy decisions and control over group affairs. It is also responsible for the appointment of executives with the necessary skills.

The board reviews its own performance and that of its subcommittees at least annually and monitors developments in the corporate governance arena, to review and adapt corporate governance structures and practices where appropriate.

Audit Committee

The audit committee consists of at least two non executive directors with the managing director in attendance. It meets at least bi-annually or more often if necessary. The financial director (responsible for the risk management and the internal audit) and a representative of the external auditors are invited to attend the meetings. The committee is responsible for reviewing all financial matters of the group, and monitors the adequacy of the group’s financial controls, accounting policies and financial reporting process.

For more information on The Audit Committee click here

Remuneration Committee

The remuneration committee is established by the board of NCP Chlorchem with the objective of facilitating the implementation of remuneration policy and the determination of executive remuneration in NCP Chlorchem. The committee comprises of at least two non executive directors, appointed for an initial period of one year.

For more information on the Remuneration Committee click here

Governance, Social and Ethics Committee

The Governance, Social and Ethics Subcommittee is constituted as a committee of the Board of Directors of NCP Chlorchem and consists of three non-executive directors, Managing Director, Human Resources Director and Governance Director as members and any other members of senior management shall be invited as and where necessary.  It meets at least bi-annually or more often if necessary.

The Subcommittee’s duties are defined in detail within the terms of reference below.

for more information on the Governance, Social and Ethics Committee click here

Code of Ethics

The release of King IV highlights that Ethics has been elevated to an unprecedented level of prominence and focus’ on Ethical Leadership and emphasis on an Ethical Culture, which is the stance NCP has taken through the Code of Ethics, we adopt and uphold the highest ethical standards to be reflected in the way NCP Chlorchem does its business.

The NCP Chlorchem’s Code of Ethics is designed to provide clear guidelines for engaging with all stakeholders associated with NCP Chlorchem. The Code of Ethics sets out five values that drive the ethical and responsible business conduct that is expected of all NCP Chlorchem’s employees and stakeholders.

NCP Chlorchem commits themselves to observing both the spirit of the letter of the law by striving to uphold the highest integrity and human excellence by building an ethical organisational culture within its organisation. Every director and employee shares the joint responsibility for supporting and upholding the code.

Owing to the difficult prevailing economic climate, the Board, via its Governance, Social and Ethics Committee, is cognisant that ethics related risks like conflict of interest, bribery, fraud and corruption should remain focus areas. NCP Chlorchem’s ethical risk mitigation processes include a Whistleblowing service, management reports and the like.

The Whistleblowing is managed independently and externally through Whistleblowers (Pty) Ltd, an accredited member of the Ethics Institute of South Africa, whom maintains strict confidentiality conditions as per the External Whistle-blowing Hotline Service Provider Standard; and serves as a primary tool utilised  by employees and/or stakeholders of NCP Chlorchem to register concerns regarding non-compliance with policies, suspected transgressions of the code and other matters relating to acceptable business conduct. All reports are investigated and appropriate corrective action taken.

for more information on NCP’s Code of Ethics click here

Risk Management

The underlying premise of risk management is that every entity exists to provide value for its stakeholders. All entities face uncertainty, and the challenge for management is to determine how much uncertainty to accept as it strives to grow stakeholder value.

In today’s business environment, change and uncertainty in the volatile markets we operate in are constants. Uncertainty presents both risk and opportunity, with the potential to erode or enhance value.

Risk management enables management to effectively manage uncertainty and associated risk and opportunity, enhancing the capacity to build value.

Value is maximized when management sets strategy and objectives to strike an optimal balance between growth, return goals and related risks, and efficiently and effectively deploys resources in pursuit of the entity’s objectives.

At NCP Chlorchem we are committed to optimise management of risk in order to achieve our strategic goals in a sustainable manner, therefore requiring a stronger focus on risk management practises, in order to effectively deal with uncertainty, capitalise on opportunities, meet objectives and stakeholder expectations and enhance strategic and tactical decision-making.

The NCP Chlorchem’s board of directors is ultimately responsible for ensuring that the organisation complies to all applicable legislative and regulatory requirements. In assisting the Board in discharging this obligation, the risk management function has developed and established a risk management framework encompassing both enterprise and operational risk management to ensure that a tailor-made, holistic, integrated, proactive, systematic and standardised approach, supported by appropriate standards and internal policies which is used throughout NCP Chlorchem and its sites in identifying, analysing, evaluating, treating, monitoring, reviewing and reporting of risks. Allowing a sound basis for strategic planning, minimising costly surprises, leading to better outcomes in terms of program efficiency and effectiveness, and support management decision making on a daily basis. All of these aspects ultimately enhance NCP Chlorchem’s delivery to its customers and the local communities in which it operates and value to stakeholders. The risk framework also provides a solid foundation to the risk management program, and is sturdy enough to support the risk management objectives whilst accommodating NCP Chlorchem’s unique strategies, initiatives and structures and adaptable to the organisation’s forever changing industry and regulatory requirements it operates within.

NCP CHLORCHEM RISK APPETITE STATEMENT

Doing business inherently involves taking risks. Risk Management is an essential element of our corporate governance and strategy development.

NCP Chlorchem continuously strive to foster a high awareness of business, operational risks and internal control, geared towards preserving our risk appetite and providing transparency in our operations. The Executive Committee is responsible for the managing the risks associated with our activities and, in turn, for the establishment and adequate functioning of appropriate risk management and control systems.

Clarity on risk appetite, along with the boundaries that determine the freedom of action and/or choice in terms of risk taking and risk acceptance, is provided to all managers. Risk boundaries are set by our Strategy, Code of Conduct, Core principles and values, approval framework, policies, procedures and corporate directives.

Our risk appetite differs per objective area and type of risk:

Strategic: 

In pursuit of our strategic direction and ambitions, we are prepared to take considerable risk related to achieving optimal performance and sustainable objectives. Return on investment are never certain, however, considerable funds are spent on capex, opex and investments, even in less certain economic circumstances.

Operational:  

With respect to operational risks, we seek to minimize the downside risk from the impact of unforeseen operational failures within our businesses and to maximize the upside risk with a stable and efficient plant, that is operated safe to both the people and the environment.

Financial:  

With respect to financial risks, we are committed to maintaining a strong investment grade credit rating. We are also committed to report our financials based on the International Financial Reporting Standards and the Companies Act. Internal controls and procedures are in place to prevent misstatements and unethical financial behaviour.

Compliance:

We do not permit our employees to take any compliance risk and have a zero tolerance to such matters. We take appropriate measures in the event of any breach of our Code of Conduct.

The risk capacity of NCP Chlorchem will continue to evolve with its business strategy and hence is aligned with the various criteria associated with the appetite levels.

Employment Equity and Worker Participation

In line with the Employment Equity Act, NCP Chlorchem has adopted a formal employment equity policy that acknowledges the inequalities of the past. Opportunities are created to develop previously disadvantaged persons to have an equal opportunity to realise their full potential.

A share ownership scheme has been implemented to give all permanent employees an opportunity of ownership in the company.

Social Responsibility

An HIV/AIDS policy is in place, which insures that employees living with HIV will not be victimised, prejudiced or discriminated against on account of their medical condition. An HIV peer educator group has been initiated which disseminates information and support where required.

Communication

NCP Chlorchem has committed itself to an ongoing process of transparency and consultation to employees. Effective communication through various media is continually improved to ensure that employees are well informed and able to share their views and opinions at all levels within the group.

NCP Chlorchem also complies with the Promotion of Access to Information Act.