Annual Integrated Report

2019

Gathering
Momentum

Menu

Underground Mining + Oil & Gas + Power & Water

Governance
overview

OUR CORPORATE
GOVERNANCE PHILOSOPHY

Statement of commitment

Underpinned by the highest standard of corporate governance, integrity and ethics are non-negotiable features of the Group’s pursuit of its strategy and business conduct. As the highest governing authority in the Group, the Board is ultimately accountable for ethical and effective leadership.

The ethical principles set out in the Group’s Code of Conduct guide the decisions and actions of the Board and executive team. An effective governance structure, aligned with the principles and practices of King IV™, is in place. The Board is confident that the Group’s governance processes support ethical culture, good performance, effective control and legitimacy, as illustrated in this summary report.

The relationships and decision-making rights between governing bodies and business platforms are shown in the organisational framework alongside.

Full governance report

MURRAY & ROBERTS HOLDINGS LIMITED

Achieving our governance outcomes

The Group complies with all the principles of King IV™, which forms the foundation of the Group’s approach to governance. This supports the Group in meeting the following goals of King IV™:

EFFECTIVE CONTROL ETHICAL CULTURE GOOD PERFORMANCE LEGITIMACY
Value creating governance structures      Value protecting activities
       

Our Board and executive leadership set the tone for an ethical culture, ensuring good governance and appropriate business practices.

Our Board has the appropriate balance of relevant experience and expertise required to deliver the New Strategic Future plan, and is supported by appropriate succession planning.

   

The Group’s Code of Conduct supports ethically robust and defensible decision-making by the Board and executive leadership, enabling a culture of continuous learning across the Group.

       

Our executive leadership has the depth of skill needed to deliver specialised sector focus on a decentralised platform basis and are appropriately incentivised to lead our people in achieving our strategy.

   

The Group’s Code of Conduct, Purpose, Values and integrated management approach ensure that the Group delivers the New Strategic Future plan within the appropriate risk appetite, supporting a prudent risk and return balance.

       

The Group’s embedded engagement model and structure supports our strong relationships with clients, employees and other stakeholders; this in turn enhances our credibility.

   

The Group’s response to local and regional dynamics, as well as national objectives, minimise operational and project risks, and support the Group’s legitimacy.

       

Our philosophy of Engineered Excellence informs how the Board and executive leadership conduct the business of the Group, using planning and rigorous oversight to deliver excellence.

   

The Group’s governance frameworks and reporting structures ensure visibility and compliance across all platforms.

Achieving our governance outcomes

OUR LEADERSHIP

AGE      
       
Between 40 – 50 years 2   Board retirement age
= 70 years
Between 50 – 60 years 4  
Older than 60 years 4  
       

The Board is responsible for corporate governance across the Group. It approves strategic direction, which addresses and integrates strategy, risk, performance and sustainability as interdependent elements of value creation.

Succession planning over several years has aligned Board competencies to Group strategy, resulting in a diverse Board with deep collective experience relevant to the macro- and socioeconomic realities of the Group’s geographic markets in core and complementary market sectors.

The composition of the Board promotes a balance of authority, preventing any one director from exercising undue influence over decision-making while bringing diverse perspectives to board deliberation. The Board has ten directors: eight independent, non-executive directors and two executive directors.


Strengthening diversity and transformation

A formal diversity policy was adopted in 2018, setting targets for gender and race diversity at the Board level. These targets have been met and board composition is now 50% black and 30% female.

  Our leadership  

INDEPENDENT BOARD

Following ATON’s announcements during FY2018 to initially make a general offer and later a mandatory offer to acquire shares in Murray & Roberts, in accordance with the requirements of the Companies Act, the Board has constituted an Independent Board comprising the following independent non-executive directors:

  • Suresh Kana (chairman)
  • Ralph Havenstein
  • Alex Maditsi
  • Diane Radley

The Independent Board’s duties are set out in the Takeover Regulations and they are assisted by Board appointed legal advisors, Webber Wentzel.

Key activities of the Independent Board

  • Engaged with ATON, other shareholders and regulators in relation to ATON’s mandatory offer
  • Assessed developments in the regulatory approval process
  • Regularly refreshed the Group’s valuation, taking into account the latest market developments
  • Kept the main Board informed on a regular basis

BOARD EVALUATION

The Board undertook an in-depth self-assessment of its performance during the year, measured against five performance dimensions:

  • Dynamics and information
  • Basic ingredients
  • Managing the risks
  • Strategy
  • Transformation

Following the self-assessment, the Board identified the following focus areas for improvement:

  • Understanding the impact of technology on the strategy
  • Driving long-term thinking throughout the Group and understanding of mega trends
  • Deliver an effective people strategy
  • Effective management of cyber risk
  • Achieving transformation
BOARD EVALUATION
OUR GOVERNANCE OUTCOMES

EFFECTIVE
CONTROL


A Board-approved charter sets out its accountability, responsibility and duty to the Group, including requirements for its composition, meeting procedures, work plan and performance evaluation.

 

 

 

Risk management report
   
Full governace report
ACTIVITIES   OUTCOMES
Governance, risk management, systems of control and internal audit
  • Reviewed and evaluated strategic risks and associated opportunities.
  • Approved the integrated assurance model comprising risk management, regulatory compliance, internal and external audit, and related Group Integrated Assurance policy.
  • Updated and approved the governance framework.
 
  • Mitigation of strategic risks and positioning business to develop opportunities.
  • Asserts control over how risks facing the Group are mitigated with mechanisms to ensure compliance and monitor effectiveness.
  • Governance framework embedded throughout the Group and across platforms.
Succession planning    
  • Board review of succession planning for senior management across the Group.
  • No changes to the Board and Board committees, due to Takeover Regulations restrictions during an offer period.
 
  • Formal succession plans aligned with transformation objectives for senior management across the Group.
     

ETHICAL
CULTURE


The ethical principles set out in the Code of Conduct require individual directors to:

  • Adhere to legal standards of conduct set out in the Companies Act
  • Exercise their fiduciary duties in the best interest of the Group
  • Take independent advice if needed to discharge their duties according to an agreed procedure
  • Disclose real or perceived conflicts to the Board and deal with them accordingly
  • Deal in securities only in accordance with the relevant policy.
Our leadership
   
Full governace report
ACTIVITIES   OUTCOMES
Leadership and organisational ethics    
  • Reviewed compliance with laws, rules, codes and standards.
  • Approved revised Code of Conduct.
  • Ensures that the Group subscribes to ethical business principles supported by policies, standards and procedures.
 
  • Any instances of unethical behaviour are reported, investigated and addressed.
  • Reputation as a well-governed, ethical and responsible multinational organisation.
Independence assessment and conflicts of interest    
  • Initiated procedures to ensure conflicts of interest are addressed.
  • Performed an independent assessment of Board members.
  • Assessed and discussed any conflicts of interest identified.
 
  • Ensures effective and ethical decision-making and sets the tone from the top for an ethical culture.
     

GOOD
PERFORMANCE


The Board is responsible for corporate governance and determining the Group’s strategic direction. All decisions, deliberations and actions are based on the Group’s Values, which ultimately support the performance of the Group.

 

 

 

Group chief executive’s and financial director’s report
   
Remuneration report
   
Full governance report
ACTIVITIES   OUTCOMES
Strategy, performance and reporting    
  • Approved annual Group and business platform strategies and budgets.
  • Considered material acquisitions.
  • Conducted review of policies and procedures to ensure effective implementation of strategy.
 
  • Realising Purpose, Vision and Values through strategic delivery.
  • Reliable and transparent communication with stakeholders.
Board evaluation
  • Reviewed compliance with laws, rules, codes and standards.
  • Ensure Group subscribes to ethical business principles supported by policies, standards and procedures.
  • Self-assessment of Board performance during the year.
 
  • Appropriate governance structures and processes in place to ensure effective performance of the Group.
  • Achieved diversity targets at Board level.
  • Continued improvement in performance and effectiveness of the Board.
Remuneration
  • Approved remuneration policy.
  • Approved and implemented long-term incentive scheme awards.
 
  • Fair, responsible and transparent remuneration.
  • Voting by shareholders on remuneration policy (99.87%) and implementation report (99.98%) for FY2018.
     


LEGITIMACY


The Board provides strategic direction and approves policies and frameworks to ensure that all sustainability-related economic, financial, social, environmental and ethical issues are addressed. The Board has established committees to assist in discharging its duties as set out in the approved committee mandates and terms of references.

With the Board’s strategic direction, the Group seeks to protect, enhance and invest in the wellbeing of the economy, society and the environment. The social & ethics committee ensures that the Group formulates collaborative responses to sustainability challenges. The remuneration & human resources committee ensures fair and responsible remuneration and reward practices aligned to performance and the Group’s Values.

Remuneration report
   
Full governance report
ACTIVITIES   OUTCOMES
Stakeholder relationships    
  • Communicated and engaged transparently, effectively and inclusively with all stakeholder groups.
  • All directors and designated partner of the external audit firm available at the AGM to respond to shareholder queries.
 
  • Stakeholder engagement framework is proactively implemented and followed by management.
  • Detailed discussion and review of customer/client relationships.
  • Employee relationships, particularly relating to demobilisations in the Power & Water platform.
Diversity and transformation    
  • The remuneration & human resources committee performs an annual assessment of succession, including strategies for transformation across the Group.
 
  • License to operate in chosen markets.
     

MURRAY & ROB mining