From intergrated annual report for year ended 31 December 2018

Good governance contributes to value creation and Bell Equipment’s governance philosophy is founded on principles of accountability, transparency, ethical management and integrity.
The group strives to take all reasonable endeavours to implement the best processes and principles of good corporate governance to assist its management and directors in discharging their duties and responsibilities, aligning its strategy and risk management with its performance to ensure that the group is sustainable in the long term and adds value to its stakeholders.

The directors are ultimately responsible for ensuring compliance with all relevant laws, regulations and codes throughout the group. The board and its committees continue to monitor closely the implementation of Bell Equipment’s legal compliance processes and improve upon them to mitigate the risk of non-compliance with the laws in the various jurisdictions in which it does business. The group has an established and comprehensive group approvals framework that is reviewed annually and is aimed at clarifying the various limits of authority in place within the group.

ASSESSMENT OF AND APPLICATION OF KING IV PRINCIPLES

Bell Equipment subscribes to sound standards of corporate governance, integrity and ethics, as defined in King IV.

The group supports the shift towards an outcomes based and holistic approach to corporate governance and the consequent mindful application of the principles contained in King IV. Bell Equipment has considered its application of and adherence to the King IV principles and the group materially complies with the principles of King IV and continues to identify areas where the recommended practices can be enhanced and entrenched in its governance structures, systems, processes and procedures. Bell Equipment’s report on the application of the King IV principles is available here

ETHICS MANAGEMENT

The board is committed to providing effective and ethical leadership characterised by accountability, fairness and transparency. The board accepts responsibility for ensuring that management nurtures a culture of ethical conduct and establishes the correct tone at the top in respect of the group’s culture and values. Corruption is a risk that is managed on an ongoing basis, particularly in the diverse areas in which the group operates.

The group code of ethics was reviewed by the social, ethics and transformation committee and approved by the board in August 2018. The updated code was thereafter communicated to the group via the software communication and policy management solution, NetConsent, and through ongoing awareness training. The group code of business conduct and the group fraud and commercial crimes policy continue to be entrenched into the culture of the group. These policies, among others, set stringent standards relating to fraud and the prosecution of offenders, the acceptance of gifts from third parties and declarations of potential conflicts of interest. Annually, employees are required to submit an electronic employee governance declaration confirming their compliance to the group codes and policies, declare any potential conflicts of interest as set out in the conflicts of interest.

policy as well as disclosing any approved outside activities that are undertaken. The GEC reviews the outcome of such declarations and addresses any non-compliance with policies or perceived material conflicts of interest.

Bell Equipment has an established fraud working group that meets quarterly or more frequently when required. The fraud working group monitors and oversees the investigation of all fraud related and unethical matters and reassesses the adequacy of the internal control environment (particularly those controls directly impacting on the incidents) and assesses whether there is a need for modification or additional training. All matters reported through the anonymous tip off reporting line managed by Deloitte are also assessed by the fraud working group and meetings are set up with the internal auditors and investigators to ensure matters are effectively investigated in terms of the group fraud and commercial crime policy.

One of the best defences against fraud is a workforce that is trained in prevention and detection. The fraud working group provides strategic guidance to different departments on fraud and unethical behaviour detection and preventative actions.

This is done through management briefs, presentations and training initiatives. Fraud awareness training is ongoing and the staff are encouraged to report suspected fraudulent or unethical behaviour confidentially via the anonymous tip off reporting line. Awareness of this facility is created through presentations, newsletters and encouragement of staff to report such incidents before significant losses are incurred.

Comprehensive processes continue to be embedded into the group to ensure accountability and corporate responsibility.

International Fraud Awareness Week took place from 11 to 17 November 2018. The group utilised the opportunity to reinforce ethical decision making and fraud awareness throughout the group and a fraud awareness campaign was developed to run every day of that week. The theme for the week was “taking personal responsibility for behaving with integrity” and was based on the 1-BELL philosophy and linked to the fundamental values of honesty, integrity, fairness, respect, concern for others and personal accountability. Fraud awareness training was also scheduled for each day of the week for the different Bell divisions.

FINANCIAL STATEMENTS AND EXTERNAL REVIEW

As a part of Bell Equipment’s corporate governance policy, standards and systems of internal controls are designed and implemented by management to provide reasonable assurance on the integrity and reliability of the financial statements and to adequately safeguard, verify and maintain accountability for shareholder investments and group assets.

The board is of the opinion that the internal financial controls are adequate and that the financial records can reliably be used for preparing the financial statements in accordance with IFRS and to maintain accountability for the group’s assets and liabilities.

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