Argent Industrial Group
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CORPORATE GOVERNANCE
   

Corporate governance required the identification of the Company's stakeholders and then agreeing and implementing policies to manage and advance the relationship with those stakeholders in the interests of the Company. It also embraces the adoption and monitoring of sound effective systems of internal control, the assessment and management of business risks and the definition and implementation of appropriate business procedures.

The Directors of Argent regard corporate governance as vitally important to the success of Argent's business and are unreservedly committed to applying the principles necessary to ensure that good governance is practiced. For this they accept full responsibility.

These principals include discipline, independence, responsibility, fairness, social responsibility, transparency and accountability of the Directors to all stakeholders. In pursuit of these ideals, the intention is to exceed "minimum requirements" with due consideration to international trends and codes. Corporate governance within the Group is managed by a unitary Board of Directors and several subcommittees of the main Board. The Board is of the opinion that the Group currently complies with all the significant principles incorporated in the Code of Corporate Practices and Conduct, as set out in the second King Report and the JSE Securities Exchange Listing Requirements.

Board of Directors

The Board's primary responsibilities, based on a predetermined assessment of materiality, include giving strategic direction to Argent, identifying key risk areas and key performance indicators of Argent's business, monitoring investment decisions, considering significant financial matters, and reviewing the performance of executive management against business plans, budgets and industry standards.

The Board has identified and monitors the non-financial aspects relevant to the business. In addition, specific attention is given to ensuring that a comprehensive system of policies and procedures is operative and compliance with corporate governance principles is reviewed regularly.

Audit Committee

The audit committee identifies and continuously evaluates exposure to significant risks, reviews the appropriateness and adequacy of the systems of internal financial and operational control, reviews accounting policies and financial information issues to the public, provides effective communication between Directors, management and internal and external auditors, and recommends the appointment of external auditors. Committee members have unlimited access to all information, documents and explanations required in the discharge of their duties. This authority has been extended to the internal and external auditors. The activities of the committee are reviewed by the members via an annual control self-assessment exercise. Furthermore the main Board is provided with regular reports on the committee's activities. The Internal Audit Department currently reports directly to the audit committee and is also responsible to the Financial Director on day to day matters, but its significant reports are copied to the Chief Executive Officer and there is regular two way communication between the Chief Executive Officer and internal audit.

Internal Audit

The internal audit function is an independent appraisal function which examines and evaluates the Group's activities and the appropriateness, adequacy and efficacy of the systems of internal control and resultant business risks. In terms of the audit committee charter, the head of internal audit has the responsibility of reporting to the audit committee and has unrestricted access to its Chairman.

The objective of the internal audit function is to assist members of executive management in the effective discharge of their responsibilities. Its scope includes reviews of the reliability and integrity of financial and operating information, the systems of internal control, the means of safeguarding assets, the efficient management of the Group's resources, and the effective conduct of its operations. Audit plans are based on an assessment of risk areas and every assignment is followed by a detailed report to management including recommendations on aspects requiring improvement. Significant findings are reported to the audit committee. The internal audit work plan is presented in advance to the audit committee.

In addition, internal audit provides pivotal input to the semi-annual risk assessment monitor in terms of which key Group risks are identified, assessed and management plans formulated to reduce exposure to these risks. This risk assessment monitor is tabled semi-annually at the audit committee and the main Board for consideration.

External Audit

The external auditors provide an independent assessment of systems of internal financial control and express an independent opinion on the annual financial statements. The external auditors complement the work of the internal audit department and review all internal audit reports on a regular basis. The external audit function offers reasonable, but not absolute assurance on the accuracy of financial disclosures.

Risk Management

The Board is responsible for the total process of risk management at Argent and uses the risk assessment monitor as its main source of information to determine the effectiveness of Argent's risk management process. The objective of risk management is to identify, assess, manage and monitor the risks to which the business is exposed. HIV/AIDS, credit granting risks, crime, the shift in spending patterns, and currency and interest rate risks. Operational and financial risks are managed through detailed systems of operating and financial controls which are reviewed and monitored continuously.

Losses from defaulting debtors are limited by stringent credit application criteria and clearly defined credit and collection policies. These are reviewed regularly in the light of prevailing economic conditions and bad debt statistics.

With assistance from expert insurance consultants, risks are assessed and insurance cover purchased for all risks above pre-determined self insured limits. Levels of cover are reassessed annually in the light of claims experiences and changes within and outside the Group.

Internal Control

The Board of Directors is responsible for the Group's systems of internal control. To fulfil its responsibilities management maintains accounting records and continues to maintain appropriate systems of internal control.

The Directors’ report that the Group's internal controls and systems are designed to provide reasonable, and not absolute assurance as to the integrity and reliability of the financial statements and to safeguard, verify and maintain accountability of its assets and to detect and minimise significant fraud, potential liability, loss and material misstatement while complying with applicable laws and regulations.

The Directors have satisfied themselves that these systems and procedures are implemented, maintained and monitored by appropriately trained personnel with suitable segregation of authority, duties and reporting lines and by comprehensive use of advanced computer hardware and software technologies. Employees are required to maintain the highest ethical standards in ensuring that business practices are conducted in a manner, which in all reasonable circumstances is above reproach. The effectiveness of the systems of internal control in operation is monitored continually through reviews and report form.

Going Concern

The annual financial statements set out on pages 17 to 37 have been prepared on the going concern basis since the Directors have every reason to believe that the Company and Group have adequate resources in place to continue in operation for the foreseeable future.

Employee Participation

The Group will continue to have its operating decisions made at the appropriate levels. Participative management lies at the heart of this strategy, which relies on the building of employee partnerships at every level, to foster mutual trust and to encourage people to think always about how they can do things better. We strive to liberate the initiative and energies of our people, because they are the ones who make the difference in our performance.

Affirmative Action

The Group is an equal opportunity employer and there is no discrimination on the basis of ethnic origin or gender or in any other manner. A number of programmes are in place to ensure that the Group's employee profile will become more representative of the demographics of the regions in which it operates whilst maintaining the Group's high standards.

Remuneration Committee

The committee reviews and approves the remuneration and terms of employment of executive Directors and senior employees of the Group. The committee reviews salary trends in the market place, and recommends emolument structures and levels to the Chairman for his consideration and approval.

Environment

The Group is conscious of the fact that in carrying out its activities there is a potential risk of environmental damage. An effort has therefore been made to educate all our employees to avoid practices, which could cause long-term damage to the environment or cause atmospheric pollution through the inappropriate use of plant and equipment.

Ethics

The Group subscribes to the key values outlined on page 2 and endeavours to act with honesty, responsibility, and professional integrity in our dealings with employees, shareholders, customers, suppliers, and society at large. In any instance where ethical standards are called into question, the circumstances are investigated and resolved in an appropriate and fair manner.

Group Secretary & Profressional Advice

All Directors have access to the advice and services of the Group secretary, who is responsible to the Board for ensuring that Board procedures are followed. All Directors are entitled to seek independent professional advise about the affairs of the Group at the Group's expense.

Social Responsibilities

We acknowledge our social responsibility towards the communities in which we operate and deserving institutions at large. Our programmes are mainly channelled through Argent and focus on support and contributions towards training, deserving welfares, HIV/AIDS and environmental foundations.

Director's Responsibility (for financial Reporting)

The Directors are solely responsible for the preparation of the annual financial statements and related financial information that fairly present the state of affairs and the results of the Company and of the Group.

The external auditors are responsible for independently auditing and reporting on these annual financial statements in conformity with generally accepted auditing standards.

The annual financial statements set out in the report have been prepared by management in accordance with applicable accounting standards and generally accepted accounting practices.

They incorporate full and reasonable disclosure and are based on appropriate accounting policies which have been consistently applied and which are supported by reasonable and prudent judgements and estimates.

No event, material to the understanding of this report, has occurred subsequent to the financial year-end and the date of this report.

In the context of their audit, carried out for the purposes of expressing an opinion on the fair presentation of the annual financial statements, the auditors have concurred with the disclosures of the Directors on going concern and corporate governance.

The annual financial statements have been approved by the Board of Directors.
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PHYSICAL ADDRESS
First Floor, Ridge 63, 8 Sinembe Crescent
Sinembe Park, La Lucia Ridge Office Estate
4019, KwaZulu-Natal, South Africa
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POSTAL ADDRESS
PO Box 5108, Sinembe Park,
La Lucia Ridge Office Estate,
4019