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Corporate Governance

Code of Ethics.

Novus Holdings and its management team are committed to ensuring the highest ethical standards are maintained within the Group and that the company upholds an open and fair corporate culture.

Management is responsible for increasing internal education efforts around internal controls and policies, ensuring the Group’s ethical standards are maintained across the Group and measures this by conducting ethical awareness campaigns and entity level controls surveys.

Novus Holdings’ employees have access to an anonymous Tip-off line which is a confidential reporting service for employees, business partners and other stakeholders of the company. This line is independently managed by Deloitte Tip-offs Anonymous.

Novus Holdings and its employees are guided by the Novus Holdings Code of Business Ethics and Conduct and the Group’s Whistle-Blower Policy, of which both are applicable to all Group employees and employees of the Group’s respective subsidiaries. Our Code of Business Ethics and Conduct is also applicable to relevant external stakeholders, and is available here.

Board of Directors.

The Novus Holdings board of directors is governed by guidelines in corporate governance that are in line with the highest global ethical standards. The level of expertise and competence of the current board supports the Group’s ability to create sustainable value.

In accordance with the Novus Holdings Board of Directors, the Group has a unitary board structure that includes a lead independent director. The charter makes provision for the evaluation to assess the effectiveness and performance of the board and its committees on an annual basis.

Board Committees.

The Novus Holdings board delegates some of its functional responsibilities to its committees by means of clearly defined mandates. The committees report to the board on their respective directives and deliverables in accordance with each committee’s board-approved charter on a continual basis. The committee charters, along with an annual work plan relevant for each of the committees, are reviewed annually.

Audit & Risk Committee.

The Board resolved to merge the Audit Committee and Risk Committee into one committee during June 2018, namely the Audit and Risk Committee. An operational Risk Management Committee under the direction of Executive Management has been established to facilitate risk reporting.

This committee comprises of two independent non-executive directors and one non-independent non-executive director:

  • Abduraghman Mayman (Chair)
  • Lulama Mtanga
  • Adrian Zetler

Human Capital Committee.

This committee comprises one independent non-executive director, two non-independent non-executive directors and one executive director.

  • Marang Mashologu (Chairman)
  • Abduraghman Mayman
  • Adrian Zetler
  • Andre van der Veen

Social & Ethics Committee.

This committee comprises two independent non-executive directors, one non-independent non-executive director and one executive director.

  • Lulama Mtanga (Chairman)
  • Liesbeth Botha
  • Adrian Zetler
  • Andre van der Veen

Governance Systems.

Novus Holdings strives to achieve the highest standards of corporate governance in all its operations and relationships with key stakeholders, while allowing purpose and discipline to guide the Group’s performance.

Having a strong ethical base is of critical importance to Novus Holdings. For this reason, the Group’s governance structures are aligned with the JSE Listing Requirements and the Companies Act, 71 of 2008, while the Group remains committed to the full implementation of the newly launched King IV.  The board of directors embraces the new principles of King IV and the Group is committed to the full implementation thereof in 2018.

Novus Holdings Principles of Corporate Governance.

Group Audit.

Novus Holdings Group Audit provides an independent, objective consulting services designed to add value and improve the Group’s processes by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, internal control and governance processes.

Overseen by the Board Audit Committee, the Group’s audit function is independent and has the necessary resources, standing and authority in the organisation to discharge its duties. Group Audit reports functionally to the Chair of the committee.


Novus Holdings aims to reward its employees in a manner which is fair, responsible and transparent. The purpose of the Novus Holdings Remuneration Policy is to set out guiding principles, through an organisation-wide approach, relating to the company’s remuneration framework and its consistent implementation that is aligned to the strategic direction of the Company.

Furthermore, the policy aims to ensure short-term success and long-term sustainability, while maintaining and reinforcing entrepreneurship and team spirit – key points of our corporate culture.