Leading with integrity
CORPORATE GOVERNANCE MILESTONES HIGHLIGHTS
The Board of directors provides leadership and strategic guidance, aimed to safeguard stakeholder value creation within a framework of integrity, accountability and exceptional corporate governance practices. AYO continues to align its approach to governance with King IV™ recommendations and integrated, outcomes-based thinking.
Integrity, responsibility, accountability and transparency are the ethical principles deeply embedded in the way we lead and operate. Our employees’ behaviour is governed by the Code of Ethical Conduct, which is adopted by all companies within the Group. A Code of Conduct for Strategic Partners provides the ethical and legal framework for our business relationships and informs the behaviour of all associated business units, advisors, partners and consortiums, in which we may operate.
A full library of policies, codes and charters is developed, regularly updated in alignment with the most recent King IV™ requirements and legislation and implemented to ensure our business is conducted ethically and responsibly.
Our Board is the custodian of exemplary corporate governance and is responsible for steering the Group towards outcomes-based value creation in a conscientious manner. Therefore, we continuously evaluate our Board as a whole, as well as the individual directors therein, to ensure the governing body is well-balanced, independent, knowledgeable and actively involved in the business, incorporating diverse skills and insights. The Board’s charter and mandate, as described in detail in pages 68-70 and available on our website at www.ayotsl.com, stipulate the areas of responsibility and oversight of the body, while this section summarises the key outcomes of the Board’s activities during the reporting period.
ETHICAL CULTURE
Ethical conduct is a way of life at AYO. The very leaders of our organisation, our executive and non-executive Board directors, collectively establish the ground rules and expectations and serve as role models of ethical behaviour for all employees in the Group. A fitting demonstration of our leaders’ commitment to moral values, fair judgement and ethical conduct is the nomination of our Chairman, Dr Wallace Mgoqi, for the highly esteemed post of South Africa’s Chief Justice in October 2021.
The Group has zero tolerance to fraud, corruption or any form of law violation. Under the guidance of the Social, Ethics and Transformation (SET) committee, AYO subscribes to and implements a comprehensive Group-wide Anti-Corruption and Bribery Policy, which governs our communications, contacts and dealings with all internal and external parties and ensures conflicting interests are disclosed and balanced. A confidential reporting hotline is available, where ethical concerns or accounts can be raised with discretion and peace of mind.
REGULATORY COMPLIANCE
Our extensive and robust governance framework,
which comprises more than 50 explicit policies, codes and other documents, is continuously aligned with all relevant legislation, updated King IV™ and JSE Listing Requirements and the Company’s Memorandum of Incorporation. A multi-disciplinary team, including internal audit, financial controls and legal executives, constantly monitors the everevolving regulatory environment to ensure that updated requirements are identified timeously. The business impact is also assessed and appropriate controls implemented to enhance the Group’s defendable compliance position.
With data considered a particularly valuable asset to the Group, the global focus on data protection and the South African Protection of Personal Information Act (POPIA) coming to full effect on 1 July 2021, the Board oversaw the implementation of Group-wide compliance rollout. A formal policy was approved and adopted, in-depth appraisal of function-specific practices was carried out to assess material compliance with the Act and information officers and deputy officers were appointed across all AYO companies and units. Data protection will remain a high compliance priority for the Group.
COMMUNICATION AND ENGAGEMENT
Developing a strong corporate image requires more than just “doing the right thing”. It also involves consistent communication and committed engagement with peers, partners and stakeholders. Given the prolonged reputational damage AYO has suffered as a result of an antagonistic media campaign, it is our business imperative to establish and maintain open conversation with our stakeholders and disperse any confusion or concerns such adverse media coverage may trigger.
The consistent association and discredit of our brand with investigations of impropriety at the PIC during the Mpati Commission of Inquiry continues to erode the value we work hard to create for our stakeholders. Thus, in 2021 the Board resolved to appoint an esteemed legal expert to review the findings of the Mpati Commission Report as relevant to AYO and implement all recommendations that may arise from such a review. Upon finalisation of this assessment, we intend to disclose all relevant findings and ensuing actions to our stakeholders and broader community.
UN SDGs ALIGNMENT
At AYO we not only strive to conduct business in a fair, ethical and lawful manner, but also aim to ensure that our activities create value for those who need it the most. Therefore, we align our approach to global sustainability best practices and measure our performance against the desired outcomes of UN SDGs. Improving the lives of our marginalised communities is not a peripheral outcome of grudge stipulated CSI expense, but rather an important focal element in our integrated strategic approach.
Beyond our contribution to promoting UN SDGs as a Company, we encourage and, at times, incentivise our staff and their families to take active part in volunteerism, which aid the communities hard hit by the pandemic, while simultaneously embeds AYO’s core values and strengthens team cohesion. Our employees are passionate about their community and highly engaged in volunteer projects as demonstrated by their eager participation in Ladles of Love’s Guinness world record breaking initiative to create the longest line of food cans and alleviate hunger amongst the poorest of citizens.