From intergrated annual report for year ended 31 December 2019

Sound governance practices, based on accountability, transparency, ethical management and integrity are subscribed to across the business.
The group recognises that good governance achieved through an ethical culture, competitive performance, effective control and legitimacy can create sustainable value and enhance long term equity performance.

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 noncompliance 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. The board recognises that delegating authority does not reduce the responsibility of directors to discharge their statutory and common law fiduciary duties.

The group continues to review its governance structures to ensure they support effective decision making, establish a corporate culture aligned with Bell Equipment’s purpose and based on the 1-Bell philosophy, foster sustainable growth and align to evolving best practice.

King IV principles

Bell Equipment supports the governance outcomes, principles and practices of King IV. The group views developments and governance trends as opportunities to continuously improve and entrench its own standards. Bell Equipment has considered its application of and adherence to the King IV principles and the group materially complies with these principles 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

Through the code of ethics, the group confirms its commitment to high ethical and legal standards in dealing with its stakeholders.

All directors and employees are required to maintain high ethical standards so that the group’s business is conducted honestly, fairly, legally, reasonably and transparently. 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.

Ongoing awareness training is being provided to the organisation on the group code of ethics and the group code of business conduct. The group prevention of fraud and commercial crime policy continues to be entrenched into the culture of the group.

These policies amongst 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.

On an annual basis 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 regularly 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 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 on a confidential basis via the anonymous tip off reporting line before significant losses are incurred. Awareness of this facility is created through presentations and newsletters.

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

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.

During the year under review no matters came to the attention of the directors to indicate that a breakdown in the functioning of controls, resulting in a material loss to the group, had occurred during the year and up to the date of this report.

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