Corporate Governance

Code of Ethics.

Novus Holdings and its management team is 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 annual ethical awareness and various internal 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.

Novus Holdings and its employees are guided by the Novus Holdings Code of Business Ethics and Conduct Handbook and the Group’s Whistle-Blower Policy, of which both are applicable to all Group employees and companies.

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 Committee.

This committee comprises of three independent non-executive directors:

  • Bernard Olivier (Chairperson)
  • Christoffel Botha
  • Lulama Mtanga

Risk Committee.

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

  • Christoffel Botha (Chairperson)

Remuneration Committee.

This committee comprises of three independent non-executive directors:

  • Bernard Olivier (Chairperson)
  • Christoffel Botha
  • Sandile Zungu
  • Neil Birch (By Invitation)
  • Noluvuyo Mkhondo (By Invitation)

Nominations Committee.

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

  • Jan Potgieter (Chairperson)
  • Neil Birch
  • Bernard Olivier
  • Sandile Zungu

Social and Ethics Committee.

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

  • Lulama Mtanga (Chairperson)
  • Neil Birch
  • Sandile Zungu
  • Jan Potgieter (By Invitation)

Investment Committee.

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

  • Neil Birch (Chairperson)
  • Christoffel Botha
  • Lulama Mtanga
  • Sandile Zungu
  • Noluvuyo Mkhondo (By Invitation)

Governance Systems.

Novus Holdings strives for excellence and transparency in all its operations and partnerships, with purpose and discipline guiding the Group’s performance. The Group regularly reviews its corporate governance policies and procedures to ensure that these remain relevant and are adhered to continuously.

Novus Holdings Principles of Corporate Governance.

In accordance with the JSE Listings Requirements, the Group applies and adheres to all the principles an  recommendations outlined in King III. The board of directors embraces the new principles of King IV and the Group is committed to the full implementation thereof in 2018.

Group Internal Audit.

Novus Holdings Group Internal Audit provides independent, objective assistance and 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 internal audit function is independent and has the necessary resources, standing and authority in the organisation to discharge its duties. The Head of IA reports functionally to the Chair of the committee and administratively to the Chief Financial Officer.

Remuneration.

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.