Corporate governance report
The Sun International group is committed to and endorses the
application of the principles recommended in the King II Code of
Corporate Practices and Conduct.
The board is satisfied that the company is compliant with the
Code in most material respects and with the related Listings
Requirements of the JSE Limited (JSE) , the extent of which is dealt
with under appropriate sections throughout this report.
The board continues to address those areas of the Code requiring
improvement in line with best practice and to address the application
of these principles within a rapidly changing and dynamic corporate
and social environment. The board remains mindful of the need to
achieve a balance between conformance and performance,
leadership and control, thereby fostering an entrepreneurial culture
within acceptable risk levels, aimed at promoting value creation, at all
times observing the group’s broader obligations to society in terms of
environmental, economic and social sustainability. The board
acknowledges its commitment towards transformation at all levels as
a fundamental business imperative.
The group’s commitment to these principles is evidenced by, inter
alia, the following achievements during the year:
Sun International was ranked 1st in the “Hotel, Leisure and
Gaming” sector in the 2005/6 publication of the Top 500
South Africa’s Best Managed Companies.
The company received an excellent ranking amongst the top
100 listed companies in the Ernst & Young Excellence in
Corporate Reporting 2005 Survey.
The company ranked 3rd in the Leisure and Hotels sector in
the 2005 Financial Mail’s Empowerdex Top Empowerment
Companies, and 24th overall.
BOARD OF DIRECTORS
The board is the focal point of the company’s corporate
governance system and is ultimately accountable and responsible
for the key governance processes and the performance and affairs
of the company. The board strives to provide leadership and vision
to the company in a manner that will enhance shareholder value
and ensure its long term sustainable development and growth.
The board charter regulates how business is to be conducted by
the board in accordance with the principles of good corporate
governance. Compliance with the terms of the charter and the
company’s memorandum and articles of association are an integral
part of each director’s conditions of appointment.
The charter regulates and deals with, inter alia:
board leadership, and defines the separate responsibilities
of the chairman and the chief executive;
board
composition,
procedures,
pre-requisites
and
competencies for membership, size and composition of the
board, period of office, reward, induction and succession
planning;
the role and responsibilities of the board, which includes the
adoption of strategic plans, the monitoring of management’s
implementation of board plans and strategies, the delegation
of powers and duties to management and the determination
of policy processes to ensure the integrity of management
and internal controls;
board governance processes, including board procedures and
matters requiring annual and regular review;
board committees, including delegation of authority (but not
responsibility) and the requirements for transparency and full
disclosure by the committees;
matters specifically reserved for the board of a financial,
administrative and manpower nature;
identification of major risks and the process of risk
management and effectiveness of the process;
procedures for board meetings, frequency, quorum, agendas,
board papers, conflicts of interest and minutes;
share dealings;
board, committee and individual evaluations and performance;
and
the role and responsibility of the company secretary.
The charter stipulates that the operation of the board and the
executive responsibility for the running of the company’s business
should be two key and separate tasks and that there should be a
clear division of responsibilities at the head of the company to
ensure a balance of power and authority, ensuring that no
individual or block of individuals has unfettered powers of decision
making or can dominate the board’s decision taking. The board is
chaired by Mr Buddy Hawton, a non-executive director. Mr Hawton
is not considered independent as he held the position of chief
Our Commitment
