Looking at our...Corporate governance report

SUPPORTING VALUE CREATION THROUGH GOOD GOVERNANCE, SUSTAINABILITY AND ETHICAL LEADERSHIP

The board assumes responsibility for leading the group ethically, effectively and in a sustainable manner, which it does through the application of King IV™, culminating in the specific outcomes highlighted below.

Our approach to governance and sustainability supports ethical practices that are responsive to stakeholders and the environment in which we operate. Good corporate governance and sustainability are important enablers in managing the group's reputation, making strategic progress and creating and preserving stakeholder value.

The board and executive committee (exco) collectively have extensive knowledge and experience to provide the necessary expertise to guide the group towards achieving its governance outcomes and strategic objectives that result in exceptional guest experiences and value to our stakeholders. Our culture and code of ethics and business conduct (the code) supports positive behaviours to ensure a cohesive ethical culture. The company's governance framework and policies serve as the foundation of responsible, accountable and transparent reporting and specific outcomes supporting sustainable value creation are realised through various inputs and outputs. These outcomes include promoting and maintaining an ethical culture from the top down and demonstrating our commitment to responsible corporate citizenship. By effectively managing our regulatory universe, material risks and stakeholder relations, the group is able to comply with relevant legislation, codes of best practice, non-binding rules, standards and frameworks. This collectively facilitates performance that is in line with strategic expectations, which reinforces trust among our stakeholders.

Governance value creation

INPUTS

• The code
• Culture
• Board and executive committee (exco) expertise
  • Leadership
  • Finance
  • Hospitality and hotel management
  • B-BBEE and employment equity
  • Business development
  • Information technology
  • Sustainability
  • Governance
  • Legal
  • Sales and marketing
  • Human resources
  • Compliance
  • Risk management
  • Auditing
• Legislation, codes of best practice, non-binding rules, standards and frameworks
• Policies
• Governance framework
• Business strategy

OUTPUTS

Progress against our strategic objectives and continually focusing on improving the group's ethical culture. We make every effort to ensure our operations have a positive impact on society. We do this by managing our resources responsibly and uplifting the communities in which we operate.

OUTCOMES

• Ethical culture
• Effective control, compliance and accountability
• Responsive and transparent stakeholder engagement
• Performing in accordance with strategic expectations
• Trust

GOVERNANCE FRAMEWORK AND STATEMENT OF COMPLIANCE

The group's governance framework has been designed to promote a positive ethical culture and provides clear direction for the implementation of robust governance practices that are aligned with applicable laws, regulations, non-binding rules, standards, frameworks and codes of best practice, including:

• King IV™, taking the size, nature and complexity of its operations into account
• JSE Listings Requirements
• Companies Act
• Memorandum of Incorporation (MoI).

Our framework is underpinned by our governance policies and ethics, contributing to a positive organisational culture and ensuring good corporate citizenship.

Initiatives undertaken to enhance the governance framework and which will remain areas of focus for the foreseeable future, included:

• revision of the group governance framework, with particular focus on ESG
• revision of the board and committee's charters to ensure they remain aligned with the principles and recommendations contained in King IV™
• enhancing disclosures in the IR
• revision of the remuneration philosophy and policy to ensure that it remains relevant and aligned with best practice
• ongoing efforts with regards to implementation of appropriate governance practices as provided for in King IV™
• ongoing efforts to enhance and advance the group's ethics management, particularly in terms of ethics awareness and responsibilities
• ongoing compliance initiatives, particularly Protection of Personal Information Act (POPlA)
• monitoring proposed changes to the Companies Amendment Bill.

KING IV™ APPLICATION AND GOVERNANCE OUTCOMES

The board is committed to best practice governance through the application of the principles and recommended practices contained in King IV™. Our application of the principles is reviewed annually and recorded in the King IV™ application register, which is available on the group's website at www.clhg.com (stakeholder relations/King IV™ governance register).

The board is satisfied that the company has satisfactorily applied the principles and recommended practices of King IV™ as are appropriate to its business.

ETHICAL LEADERSHIP

Code of ethics

CLHG subscribes to the highest standards of lawful, ethical and responsible business conduct.

In its efforts to achieve sustainable growth, the group recognises the vested interests of all stakeholders and its commitment to sustainable business practices by acting with integrity.

The board provides effective leadership based on a principled foundation and is ultimately accountable for the group's ethics. Management is, in turn, responsible for formulating and implementing a well‑designed ethics management process.

The code applies to all directors and employees and forms part of their induction. The code, which is available on the group's website, www.clhg.com, is premised on the company's values, our organisational culture and the 10 UNGC Principles and raises awareness on what is considered acceptable and unacceptable behaviour to guide day-to-day decision-making.

The group has a zero-tolerance approach to violations of the code and responds to contraventions through various measures which can include disciplinary, civil and/or criminal action, as well as effecting improvements to the control environment.

Ethics advice facilities and whistleblowing hotline

There are a number of avenues available to stakeholders to report and discuss ethical issues and concerns. These include:

• internal reporting mechanisms
• the group's 24 hour anonymous tip-off hotline independently operated by Whistle Blower Proprietary Limited
• a secure and confidential email address, WhatsApp, SMS, mail and fax facilities.

The whistleblower alert line, details of which can be found on the group's website, www.clhg.com, has trained operators who respond to calls in the appropriate official language and guide stakeholders through standardised questions. Once a call has been reported it is confidentially investigated, monitored and actioned, as appropriate. Anonymity, unless otherwise expressly agreed to by the whistleblower, is always maintained to limit perceptions of victimisation or fear of intimidation. All stakeholders are encouraged to report events or suspected events of bribery, corruption, or any other unlawful or unethical conduct, through these reporting channels.

In total, 17 calls were logged during the year under review, eight of which were duplicates in that they related to the same issue at a specific hotel. The majority of the calls were found to be internal grievances and were dealt with in accordance with the group's internal grievance procedure. Of the remaining calls, none indicated a material breach in the required standard of ethical behaviour. However, where the investigations highlighted the need to review and/or revise certain policies and/or procedures this was done and, where appropriate, revisions were implemented.

Ethics management

The board, through the social and ethics committee (SEC), manages organisational ethics, which acts on the mandate set out in the SECs terms of reference.

The company has a number of processes, policies, codes and controls in place and supports several initiatives to ensure that a cohesive ethical culture is seamlessly applied throughout the group. The code is supported by associated ethics-related policies.

Conflicts of interest and other directorships

Directors are in addition to making an annual written declaration required to inform the board, at every board meeting, of any conflicts or potential conflicts of interest that they may have in relation to any area of business.

Directors are required to recuse themselves from discussions or decisions on those matters where they are, or may potentially be, conflicted after they have provided any material information relating to the matter in terms of the Companies Act, the board charter and conflicts of interest policy.

Executive director (ED)s may, with the chairman's permission, having due regard to whether the appointment may conflict with the business of the company and/or have a negative impact on their ability to effectively meet their responsibilities, accept external board appointments.

While no limitations are imposed on the number of other appointments directors may accept, they are required to engage with the chairman with regard to their external appointments in order to ensure that acceptance of the additional appointments will not impact their ability to devote sufficient time to the company.

The chairman of the board is satisfied that both the EDs and the non-executive directors (NEDs) have devoted the requisite amount of time to discharge their responsibilities to the company and that no director has a material interest in any contract entered into by the company.

Dealing in securities and insider trading

The board-approved policy on dealing in company securities regulates the dealing in company securities by directors, the company secretary and other employees of the group. Prior written clearance is required by these individuals before they may deal in the company's shares.

The policy is applicable to all directors and employees who may be deemed to be insiders for the purposes of dealing in the company's securities and is binding on the immediate family members of all persons deemed to be insiders and any persons who may have acquired insider information from an insider.

GOVERNANCE STRUCTURE

as of 30 September 2022

BOARD AND STATUTORY COMMITTEES

Audit committee (statutory and board)

Stuart Morris (chairman), Frank Kilbourn,

Deon Huysamer, Andrew Lapping, Ndumi Medupe, Mathukana Mokoka

Risk committee (board)

Ndumi Medupe (chairperson), Stephen Enderle, Deon Huysamer, Stuart Morris, Dhanisha Nathoo, Andrew Widegger, Marcel Kobilski (divisional director: human resources)

Remuneration and nominations committee (board)

Frank Kilbourn (chairman), Andrew Lapping

Stuart Morris, Bulelani Ngcuka

Social and ethics committee (statutory and board)

Sizakele Marutlulle (chairperson),

Lindiwe Siddo, Andrew Widegger

MANAGEMENT COMMITTEES

Executive committee (Exco)

Chaired by CEO

 

Management development and succession committee (Mandasco)

Chaired by CEO

 

Transformation committee

Chaired by COO

 

Environmental sustainability steering committee

No chair

 

BOARD OVERVIEW

The board exercises effective control of the group and is ultimately accountable and responsible for its performance, sustainable growth and maximising shareholder value. This includes responsibility for reviewing and guiding corporate strategy through the establishment of key policies and objectives, understanding the key risks faced by the group, determining the risk appetite, tolerance and preferences of the group and the processes in operation to mitigate these.

In carrying out their duties, directors are required to:

• act in good faith and for a proper purpose, exercise due care and skill in the best interests of the company and its stakeholders;
• avoid conflicts of interest;
• conduct themselves according to the highest standard of personal and professional integrity and set the standard for ethical conduct and promote ethical behaviour and compliance with all applicable laws and adopted non-binding rules, codes and standards;
• act within any limitations imposed by the board on its activities; and
• exhibit characteristics of integrity, competence, responsibility, accountability, fairness and transparency.

Assisting the board in carrying out its duties, promoting continued good governance and providing in-depth focus in specific areas, are the various board, statutory, executive and management committees as depicted in the governance structure.

Informal committees may be established for the purpose of gathering information, agreeing on and tracking actions, and where necessary, escalating findings or making recommendations to decision-making forums.

Where circumstances necessitate, particularly if the specific issue falls outside the scope of any of the existing committees, is complex and will require significant commitment and time, an ad hoc committee may be established.

Board charter

The board operates in accordance with a formally approved charter that, in addition to setting out the processes and practices that have been adopted to assist it in the effective discharge of its responsibilities, sets out its composition, defines the roles and responsibilities of the board and its directors, and ensures that board activities conform to sound corporate governance principles and comply with applicable legislation. It also sets out the division of responsibilities to ensure a balance of power and authority so that no one individual has unfettered powers of decision-making. The charter is reviewed periodically to ensure it remains relevant and aligned with current best practice, as well as internal, market, legislative and regulatory requirements. No changes were effected to the charter during the year under review.

All board members are aware of their collective, as well as individual, responsibilities.

The board conducts its chartered responsibilities through workplans set to timelines.

The board's primary responsibilities include monitoring, reviewing and implementing matters of a strategic, financial, non-financial (including governance, compliance, ethics, sustainability and social responsibility) and operational nature.

Each subsidiary company is governed by a board of directors established in accordance with the laws of the country in which it operates, which meet as required. Certain members of exco serve as directors on these boards and report through to the board on their activities.

The board is satisfied that it has fulfilled its responsibilities in accordance with the charter for the reporting period.

Composition

The company's unitary board which may, in accordance with the company's Mol, comprise a minimum of four directors and a maximum of 12 directors, comprises both executive and NEDs, with the latter being predominantly independent NEDs, as defined in King IV™.

The board currently comprises 12 members, who are classified as depicted in the governance structure on the preceding page.

Each of the NEDs are individuals of high calibre, with sound credibility, who possess the requisite qualifications, knowledge, skills and experience to make a meaningful contribution to and provide judgement independent of management on matters before the board and in so doing ensure the effective leadership of the company. All directors participate actively in board deliberations and decision-making processes.

The board skills matrix informs what the future composition of the board should look like and goes beyond race and gender and includes areas of knowledge and expertise, skills, experience and age. Changes to board composition during the financial year included Vincent Rague's retirement with effect from 25 November 2021, Andrew Lapping's appointment with effect from 25 November 2021 and Mathukana Mokoka's appointment with effect from 1 June 2022.

Independence

Independence, including that of long-serving NEDs, is reviewed annually with reference to the criteria set out in King IV™ and the JSE Listings Requirements, as well as participation in and contribution to board deliberations.

At its most recent assessment, a sub-committee of the board comprising unaffected independent NEDs concluded:

• with reference to Frank Kilbourn, Stuart Morris, Ndumi Medupe and Bulelani Ngcuka who respectively have served for longer than nine years, that:
  • they each continue to demonstrate the requisite knowledge, skills, experience and the ability to contribute to board deliberations in a manner that is objective, meaningful and unbiased and that their independence in character and judgement is in no way affected or impaired by their tenure.
  • they have no interest, involvement, position, association, relationship or circumstance that is likely to, or could appear to, affect their independence.
  • generally, having regard to the commitment, insight and contributions made by these individuals to the decisions taken to ensure the sustainability of the group, there is no doubt as to the value added by them, not only as a result of their individual knowledge and expertise, but also due to their intimate knowledge of the business of the company and the industry, which it forms part of.
  • requiring directors of this calibre to resign would not serve the board or shareholders' best interests, particularly during this period of recovery for the company.
• that despite having reached retirement age, Stuart Morris' skills, experience and willingness to express his opinions are considered invaluable, and which the board wishes to continue to avail itself of until such time as he indicates that he is ready to step down and a suitable successor to him as audit committee chairman has been identified.
• with reference to the holdings of Stephen Enderle and his family of approximately 9% of the company's issued share capital, that it is significant enough to impact his ability to act independently and was for purposes of the year under review not considered to be independent.

Refer who governs us reflecting independence and NED tenure

Board diversity

The company's policy on selection and appointment of directors to the board and gender diversity, which is in line with the JSE Listings Requirements, includes diversity requirements beyond race and gender and extends to culture, age, field of knowledge, skills and experience, all of which contribute to optimal composition and overall effectiveness.

Although no voluntary targets have been set, diversity and the promotion thereof is considered annually and as part of each nomination process. Currently the board comprises 12 members, six (50%) persons of colour, five (41.67%) of whom are female.

The strong representation of hospitality skills and expertise is supplemented with the diversity of experience and competencies in other areas including strategy and strategic planning, finance, legal, risk and compliance, commercial, and sales and marketing. As such, the board is satisfied that its composition adequately reflects diversity and demographics.

Refer reflecting the boards race and gender diversity.

EFFECTIVE LEADERSHIP

The board provides effective leadership and directs the group within the group governance framework and delegation of authority.

Board leadership

Responsibility for running the board and for running the group's business are two critical yet distinct functions. The chairman and CEO therefore have separate responsibilities, ensuring a balance of power and authority so that no one individual has unfettered powers of decision-making.

Chairman and deputy chairman

The chairman is responsible for:

• providing leadership and vision in a manner that serves to enhance shareholder value and ensure the long-term sustainability of the company;
• setting the ethical tone for the company;
• ensuring the integrity and effectiveness of the board's governance processes;
• overseeing the group's strategy;
• board succession and performance;
• managing any conflicts of interest;
• actively engaging with the CEO and serving as the link between the board and management; and
• ensuring positive stakeholder relations are maintained.

The deputy chairman:

• provides support and advice to the chairman;
• maintains ethical and effective leadership, without undermining the chairman, in those instances where the chairman is conflicted; and
• leads discussion at board and committee meetings regarding the performance of the chairman and his remuneration.

The chairman and deputy chairman are subject to annual election and both Bulelani Ngcuka and Frank Kilbourn have been re-elected for FY23.

CEO and delegation of authority

The CEO is appointed by the board and serves as the link between management and the board, ensuring the group's day-to-day business affairs are effectively managed.

The CEO's role and responsibilities have been formalised in the board charter and his job description and his performance is assessed annually against specific criteria. These responsibilities cover:

• effectively managing the business;
• implementing the board-approved strategies and policies within the framework of delegated authorities;
• developing and recommending the annual business plan and budget;
• monitoring and reporting on company performance;
• ensuring key management roles are occupied by individuals with the necessary competence and authority and that the functions are appropriately resourced;
• ensuring compliance with laws, regulations and corporate governance principles;
• ensuring that appropriate policies are formulated and implemented to guide business activities; and
• safeguarding the company's assets.

The CEO delegates the appropriate authority to the exco while retaining ultimate accountability to the board.

Based on the most recent assessment, Andrew Widegger has been found to be adequately equipped and suitable to carry out the duties of his role.

Group company secretary

Melanie van Heerden continued to hold the office of group company secretary for the period under review. She holds the following qualifications: B.Com (Law) and LLB and is a qualified and admitted attorney, notary and conveyancer with in excess of 20 years' post-qualification experience.

The appointment and removal of the company secretary is a matter for the board as a whole.

Following an assessment by the board, in line with both the JSE Listings Requirements and King IV™, the board is satisfied that Melanie van Heerden has the requisite competence, qualifications and experience to carry out the duties of the role and that she has maintained an arm's-length relationship with the board and its directors. The board is furthermore satisfied that the arrangements in place for providing corporate governance services are effective.

The group company secretary ensures statutory and legal compliance, as well as adherence to the JSE Listings Requirements and relevant governance principles. Her responsibilities include:

BOARD PROCESSES

Several processes and procedures, aligned to legislative requirements, King IV™ and best practice facilitate effective board and committee operations.

Appointment, rotation and retirement

The policy on selection and appointment of directors to the board and gender diversity sets out the process around the selection and recommendation of candidates for appointment to the board, which is formal and transparent and a matter for the board as a whole, assisted where appropriate by the remcom. Appointments are made on merit against objective criteria, taking suitability for the role, board balance and composition, required mix of skills, background, knowledge, experience and expertise required, independence, demographics and gender into account, with reference, where required, to the board succession plan. All potential board appointees are subject to a fit and proper test, in accordance with the JSE Listings Requirements, and all appointments are subject to shareholder approval.

Newly appointed directors retire at the first AGM following their appointment and make themselves available for election by shareholders.

NEDs have no fixed term of appointment or service contract.

In accordance with the group's Mol, one third of the NEDs retire by rotation at the group's AGM and being eligible may offer themselves for election or re-election.

EDs are full-time salaried employees engaged on the group's standard terms and conditions of employment, which may be terminated on three months' notice. Termination of an ED's employment contract will result in resignation from the board and its committees.

EDs do not receive fees for their services as a director on the board or member of the board and statutory committees and do not retire by rotation at the AGM.

The retirement age for a NED is 70 years, subject to review at the discretion of the board, and 65 years for an ED.

Despite having reached retirement age, the board wishes to continue to avail itself of the services of Stuart Morris, as he continues to be a valuable member who contributes meaningfully to board and committee deliberations and on the basis that his independence, which is reviewed annually, continues.

Having considered the board's composition and the suitability of the directors retiring by rotation, the board, on the recommendation of remcom, recommends Frank Kilbourn, Ndumi Medupe, Mathukana Mokoka and Bulelani Ngcuka for election or re-election. A brief cv of each director offering themselves for election or re-election is available under Who governs us.

Nomination and selection process for board appointments

The remcom is mandated by the board and its terms of reference to review, having reference to the skills matrix, board and committee composition and make recommendations in respect thereof and in so doing ensuring adequate board and committee succession planning.

Induction and ongoing training and development

To assist them in the effective discharge of their responsibilities, directors are afforded the benefit of an induction programme tailored to their individual needs and aimed at broadening their understanding of the company and the business environment within which it operates. The process affords each new NED the opportunity of meeting with the EDs to better understand the business, guided visits of various of the group hotels and meeting with the company's sponsor, Nedbank Corporate and Investment Banking, to highlight their responsibilities with specific reference to the JSE Listings Requirements and the regulations affecting listed companies.

Keeping up to date with key legal, regulatory and business developments within the group and industry is essential to enhancing the board's effectiveness.The company shares the responsibility of ensuring directors are equipped with the necessary skills to effectively carry out their duties and, when it is deemed appropriate, directors can avail themselves of continuing professional development programmes.

Succession planning

The board is responsible for its own succession planning and aims to balance the fresh perspectives from new members with the experience and knowledge of those with longer tenure. Remcom reviews the composition of the board and all committees, as well as committee members' readiness to succeed a committee chairperson should the need arise, as well as the succession plans in place for the EDs and other senior executives.

EVALUATION OF THE BOARD, COMMITTEES, CHAIRMAN AND CEO

Board and committee effectiveness is assessed by way of a self-assessment aimed at evaluating the board, individually and collectively, governance issues, board and committee mandate and authority, composition, processes and procedures as well as other administrative duties. Where performance is not considered satisfactory, remedial steps will be taken and in the appropriate circumstances a director will not be recommended for re-election.

The board in 2021 concluded that it was satisfied that it operates effectively, is suitably constituted, possesses the appropriate skills, experience and expertise, with no material deficiencies being noted. The next review will take place in 2023.

The deputy chairman assesses the performance and leadership of the chairman in an informal manner.

The chairman of the board, in consultation with remcom, evaluates the performance of the CEO.

Board meetings and procedures

The board meets at least four times during a financial year. Meeting dates are established in advance of each calendar year. Additional meetings may be convened when necessary to address matters of an urgent nature.

The board works to a formal agenda prepared by the company secretary, in consultation with the chairman. Board packs containing the meeting agenda and relevant supporting documentation are circulated in advance of each meeting to allow for preparation.

Meetings take place in person and/or virtually.

Where a director is not able to attend a meeting, they inform the chairman of the board or relevant committee, as well as the company secretary, together with the reason for their absence. They may make submissions on matters to be tabled for discussion, which submissions are recorded at the meeting.

Decisions taken between scheduled board meetings, as provided for in the group's Mol, are tabled for noting at the subsequent board meeting.

Details of the type and number of meetings held during the year under review, as well as individual director attendance, are set out in the table below.

Board meeting dates

6 September 2021

25 November 2021

24 February 2022

18 May 2022

Annual general meeting date

25 November 2021

INFORMATION AND COMMUNICATION

Directors have:

• access to the advice and services of the company secretary and may, where necessary, and in accordance with the board-approved policy, seek independent professional advice at the group's expense; and
• unrestricted access to all company information and senior management to assist them in the discharge of their duties and responsibilities.

GROUP STRATEGY

Strategy, risk, performance and sustainability are inseparable. The board assumes responsibility for:

• formulating, developing and adopting the group's strategic plans and providing effective leadership and oversight of performance against targets and objectives;
• satisfying itself that the strategy and business plans do not give rise to risks that have not been thoroughly assessed by management;
• ensuring that the strategy will result in sustainable outcomes;
• considering sustainability as a business opportunity that guides strategic formulation; and
• monitoring management's progress in respect of the implementation of board plans and strategies.

The board is scheduled to hold a strategy session with the broader executive management team to deliberate on the group's strategic direction and determine the group's strategic objectives in November 2022.

BOARD AND STATUTORY COMMITTEES

The board is authorised to form committees to assist with the execution of its responsibilities, as well as facilitate efficient decision-making. While the board oversees the implementation of the group strategy by management, the committees provide support by focusing on specific areas within the business. Delegation in no way relieves the board from discharging its duties and it remains ultimately accountable for the performance and affairs of the company.

The board has four standing committees – audit, remcom, risk and social and ethics. The company's audit and social and ethics committees are statutory committees and respectively perform the same function for all subsidiary companies.

Each committee is chaired by an independent NED and comprises three or more members, the majority of whom are independent, except for the

• risk committee, where 42% of the members are independent.
• social & ethics committee (SEC), where one third of the members are independent

All committees operate in accordance with their terms of reference, which are reviewed regularly and updated where applicable, to ensure alignment with the latest developments in legislation, King IV™, the JSE Listings Requirements and business requirements.

Members of executive management are invited to attend certain meetings as invitees and to provide input on matters for discussion.

Meetings in addition to scheduled meetings may be convened when necessary to address urgent matters falling within the committee's scope of responsibility.

The board regularly assesses the composition of the committees to ensure that each possesses the appropriate balance of skills, knowledge and experience, as well as the need for additional committees, to assist it in carrying out its duties and meeting its statutory and other legal requirements. The following changes in committee composition took place during the year under review:

• Vincent Rague retired from the risk committee with effect from 25 November 2021;
• Andrew Lapping was appointed to the remcom with effect from 25 November 2021;
• Andrew Lapping was appointed to the audit committee with effect from 25 November 2021; and
• Mathukana Mokoka was appointed to the audit committee with effect from 1 June 2022.

Post year end, shareholders were advised that Frank Kilbourn would be retiring as a member of the audit committee with effect from 24 November 2022.

As with the board, the effectiveness of each committee is considered at regular intervals and entails a self-assessment. Any areas identified as requiring improvement are considered and the appropriate measures put in place.

The chairpersons of the respective committees report on committee activities at the board meeting immediately following the committee meeting and attend the annual general meeting to respond to any questions shareholders may raise with regard to matters falling within their respective committee mandates.

Each committee has satisfied itself that it has, for the year under review, effectively discharged its responsibilities in accordance with its terms of reference at the intervals indicated in their annual work plans.

Details of each committees' composition and committee members' attendance are reflected in the corporate governance report and below respectively.

AUDIT COMMITTEE

The audit committee is a statutory committee whose members are appointed annually by the shareholders. It also assists the board in the discharge of other duties assigned to it by the board, and serves as the audit committee for the group subsidiary companies.

All six members are independent NEDs who are financially literate and have the necessary business and financial acumen to carry out the committee's responsibilities.

The CEO, CFO, lead external audit partner and internal audit partner attend committee meetings by invitation.

The internal and external auditors have unrestricted access to the committee through the chairman.

The committee's responsibilities include:

• ensuring an effective control environment is maintained through the safeguarding of group assets, the operation of adequate systems and controls, risk management and the preparation of accurate financial reports and statements;
• accounting practices and information, as well as the auditing thereof;
• ensuring the credibility of financial reporting;
• ensuring legislative and regulatory compliance, as well as compliance with applicable codes; and
• reviewing the activities of the internal and external audit functions and ensuring their independence.

FY22's areas of focus

• Assessed solvency, liquidity, funding requirements and going concern with specific reference to the continued impact of Covid-19 on the group's performance.
• Examined and reviewed reports to shareholders, including financial and sustainability reports.
• Reviewed the annual financial statements, interim reports, accompanying reports to shareholders, preliminary results announcement and any other announcement regarding the group's results or other financial information to be made public, prior to submission to and approval by the board.
• Reviewed the internal control structures, including financial control, accounting systems and reporting.
• Evaluated the performance of the external auditor and assessed the external audit firm and individual lead audit partner pursuant to the auditor accreditation model.
• Reviewed and approved the scope of work, the external audit fee and non-audit services, the latter of which represented 13.2% (FY21: 22%) of the total audit fee paid.
• Reviewed the effectiveness of the internal audit function and expertise, including the performance of the internal audit partner.
• Reviewed the scope of and approved the FY23 internal audit plan and associated fee.
• Reviewed internal audit's report on operational controls.
• Considered IT's alignment with the company's performance and sustainability objectives, the implementation of the IT governance framework, and reviewed information technology risks as they relate to financial reporting.
• Refinancing of group loans.
• Overseeing financial reporting risks, internal financial controls, fraud and IT risks as they relate to financial reporting.
• Monitored legislative and regulatory compliance, and compliance with governance codes and accounting standards (local and international).

The external and internal auditors and representatives from senior management meet at least annually with the committee independently of one another to report back and discuss any issues relevant to the audit process. During its meeting with management, the committee, in addition to discussing issues relevant to the audit, considered the quality and effectiveness of the external audit function and concluded that it was satisfied with the performance and level of services rendered by the external auditor.

On the basis that the auditor does not function in the role of management, does not audit its own work or serve in an advocacy role for the company, the committee concluded that the non-audit work performed did not impair the independence of the auditors.

The board on the recommendation of the audit committee, has nominated PwC for re-appointment as the group's registered auditor for the ensuing year, with Ms Alinah Motaung as the designated audit partner. The re-appointment of PWC has been tabled for shareholder approval, as set out in the notice of AGM.

Both the external and internal audit partners attend the AGM to respond to any questions shareholders may raise.

Continuing areas of focus

• Ensuring the effective operation of the group's financial systems, processes and internal controls.
• Reviewing reports presented by the JSE regarding its proactive monitoring process.
• Reviewing changes to the JSE Listings Requirements.
• Monitoring the introduction of, or changes to, accounting reporting standards.
• Monitoring the Companies Amendment Bill, 2021 insofar as it relates to the audit committee.

The committee is satisfied:

• that it has fulfilled its duties pursuant to Section 94 of the Companies Act & par 3.84(g) of the JSE Listings Requirements;
• that the finance function is adequately resourced with suitably skilled and technically competent people;
• that the company's CFO, Dhanisha Nathoo, is equipped with the necessary expertise and experience to fulfil the requirements and responsibilities associated with the role;
• that the company has established appropriate financial reporting procedures and that these procedures are operating effectively, as required by paragraph 3.84(g)(ii) of the JSE Listings Requirements;
• with the CEO and CFO's signed responsibility statement, which confirms that the company's annual financial statements are a complete and accurate reflection of the group's financial performance and confirms that adequate and effective internal controls are in place;
• with the information received from the external auditor in accordance with paragraph 22.15(h) of the JSE Listings Requirements (and following consultations with the external auditor in this regard) in the assessment of their suitability regarding the external auditor's reappointment, as well as the designated audit partner, and satisfied itself that the appointment and independence of the external auditor were as per the requirements of the Companies Act, and that the individual audit partner was an accredited auditor;
• that the group is able to meet its obligations and continue to operate as a going concern for the following 12-month period;
• with the risk committee's assessment of the material risks facing the company, and against which reporting will take place;
• that it has performed the audit committee functions required under Section 94(7) of the Companies Act on behalf of the company's subsidiaries; and
• that the non-audit services performed by PwC do not impair its independence.

REMCOM

Remcom comprises four independent NEDs. The committee is chaired by the deputy chairman, but nomination proceedings are led by the chairman of the board. The CEO attends meetings by invitation.

The committee's responsibilities include:

• evaluating the skills requirements of the board and committees;
• making recommendations on board and committee composition with reference to succession planning and diversity;
• considering the independence of directors and their correlating classification and making recommendations to the board;
• ensuring that induction and ongoing training and development of directors takes place;
• ensuring fair and responsible remuneration practices are in place; and
• reviewing the group's remuneration policy, including any changes thereto to ensure alignment with legislation and best practice, and overseeing the implementation thereof and whether it promotes the achievement of the group's strategic objectives and encourages individual performance.

FY22's areas of focus

• Enhancing remuneration disclosure.
• Review of the current variable pay structure.
• Implementation of a malus and clawback policy applicable to variable pay.
• Review of board and committee composition with reference to diversity and succession planning.
• Review of the group's remuneration policy to cater for revised variable pay policy and report for tabling at the annual general meeting of the company by way of separate non-binding advisory votes.
• Delegated the annual independence evaluation of each non-executive director to a separate sub-committee.
• Appointment of Mathukana Mokoka to the board and audit committee, having recognised the increased demands on audit committee members in terms of technical knowledge and skills.
• Considered the succession planning in place for the board and exco.
• Considered directors who retire in accordance with the MoI and made recommendations on their election or re-election.
• Approved the reinstatement of full salaries effective May 2022.
• Approved a 6.5% general salary increase and a 7% increase for those employees on the minimum salary, with effect from 1 August 2022.
• Approved salary adjustments for exco and senior management following a benchmark exercise by 21st Century.
• Approved the variable pay structure and associated performance criteria for FY23 for eligible employees.
• Approved the vesting of the 2019 RSP awards to eligible employees.
• Approved the vesting of the first tranche of the CSP FY22 awards to eligible employees.
• Recommended FY23 NED fees to the board and shareholders following a benchmark exercise against a revised comparator group of companies conducted by PWC.
• Ensured that remuneration is broadly aligned with the remuneration policy.
• Engaged with shareholders around evolving the group's remuneration practices and policies.
• Reviewed publication of the remuneration report and required disclosures, plus remuneration policy in the FY21 IR.
• Reviewed feedback on the outcome of the FY21 non-binding advisory vote of shareholders.

Details on how remcom discharged its responsibilities can be found in the remuneration report.

The committee is satisfied with the:

• independence of each non-executive director categorised as independent; and
• succession plans currently in place for exco and the board.

Continuing areas of focus

• Monitoring the skills, experience and composition requirements of the board and its committees, with the reference to diversity requirements per the JSE Listings Requirements as well as succession planning.
• Monitoring of NED independence and potential conflicts of interest.
• Succession planning for the board.
• Improving remuneration disclosure.
• Improving engagement with shareholders in relation to remuneration practices and policies.
• Monitoring the proposed changes to the Companies Amendment Bill, 2021 which would impact the committee and remuneration going forward.

RISK COMMITTEE

Risk appetite and tolerance are fundamental concepts informed by the group's risk culture that set the context for determining the group's strategic objectives and details the risks the group can or is prepared to take and which are to be avoided.

The board, through the risk committee, determines the group's risk appetite and tolerance levels, while management assumes responsibility for implementing and monitoring the processes of risk management and the integration thereof into the group's day-to-day operations.

The committee comprises seven members following the retirement of Vincent Rague, three independent NEDs, one NED and three exco representatives, including the CEO and CFO. All members have the necessary risk management skills and experience required to discharge the committee's responsibilities.

The chairman of the board is not a member of the committee.

Role and responsibilities

The risk committee assists the board in discharging its responsibilities associated with risk management by reviewing the effectiveness of the processes and procedures adopted by management in relation to identifying, evaluating, documenting, managing, monitoring and reporting on risks and the assurance provided thereon.

It is the committee's responsibility to ensure that an effective policy and plan for risk management, that will enhance the group's ability to achieve its strategic objectives, has been implemented.

Responsibilities include:

• oversight of the adequacy, effectiveness and integrity of the group's risk management and internal control processes, and assists the board to discharge its functions in terms of the management, assurance and reporting of risks;
• oversight of the governance risks;
• monitoring and assessing the adequacy of the compliance environment (plans, policies and controls) in which the group operates to ensure regulatory compliance;
• review of insurance and other risk transfer arrangements, and considering the adequacy of the coverage in place; and
• comprehensive disclosure regarding risk.

FY22's areas of focus

• Performed the annual review of the Enterprise Risk Register, incorporating the combined assurance framework, and identified the top 13 risks facing the company.
• Monitored legislation impacting the group.
• Considered the group's insurance programme, including uninsured and uninsurable risks and adequacy of cover.
• Monitored the management of the top 13 risks, with specific focus on:
  • funding and liquidity given the ongoing impact of Covid-19 on the hospitality sector
  • weak economic conditions.
  • impact of civil unrest on tourism.
  • data privacy and cyber security controls as cyber attacks increase
  • climate change and its impact on tourism
  • impact and costs associated with disruption to and/or quality of essential services.
• Ensured management was actively and adequately addressing the risks facing the group and the current risk environment.

The group’s key risks can be found here.

Continuing areas of focus

• Monitor the company's resilience in terms of the top risks facing the company, including market risk, non-weather related disasters, climate change, cyber risks and exposure to essential services.
• Monitor legislation impacting the group.
• Assess the group's risks from an environmental, social and governance perspective.
• Commission a third-party independent review of the group's risk management approach and methodology.

The committee is satisfied:

• with the effectiveness of the risk management system and processes in place and that these have been adequately designed and effectively implemented to support the achievement of the strategic objectives;
• that suitable POPIA plans have been implemented and the group's information officer has been registered with the Regulator.

SOCIAL AND ETHICS COMMITTEE (SEC)

The SEC is constituted as a statutory committee in respect of its statutory duties in terms of section 72(4) of the Companies Act, read together with Regulation 43 of the Companies Regulations, 2011 and as a board committee in respect of its responsibilities prescribed by the board in its mandate and terms of reference.

The SEC comprises three members, an independent non-executive chairperson and two EDs.

The report detailing how the SEC has discharged its responsibilities appears in the social and ethics committee report.

Responsibilities include:

• monitoring the group's social, economic, employment and environmental activities and reporting on the progress made in respect thereof to the board and stakeholders;
• assessing aspects of compliance and governance applicable to its function and terms of reference;
• ensuring the company remains a responsible corporate citizen that engages in sustainable business practices; and
• overseeing the group's ethics practices.

FY22's areas of focus

• the group's standing and progress in respect of the 10 principles of the UNGC, which the group has adopted on a voluntary basis, as well as the OECD recommendations regarding anti-corruption and is of the view that the group has substantially complied with the requirements of the UNGC principles and that there were no material areas of concern;
• the group's labour and employment practices, including its standing in terms of the International Labour Organization Protocol on decent work and working conditions, and its employment relationships and contribution toward employee educational development;
• progress made with regard to transformation, taking the Employment Equity and B-BBEE Acts into account. The company was externally rated and achieved a level 5 B-BBEE rating in accordance with the Tourism Sector Codes as at 31 July 2021. Due to the impact of Covid-19 on our operations, our B-BBEE scores under skills and development and enterprise development pillars dropped, resulting in an overall B-BBEE ratings level drop from level 4 in 2021;
• the group's compliance with applicable legislation, regulation and Codes of Good Practice;
• environmental sustainability practices, in particular three of the UN Global Compact Principles relating to supporting a precautionary approach to environmental challenges and supporting greater environmentally friendly technologies;
• consumer relationships, including advertising and public relations and stakeholder engagement. Consumer relations and service excellence, through the WOW service excellence and employee recognition programme;
• ethics

Continued areas of focus

• overseeing the group's corporate citizenship and ensuring it continues to carry out its operations responsibly and as an ethical corporate citizen that positively impacts the communities in which it operates;
• monitoring legislative and regulatory changes, specifically with regards the proposed changes set out in the Companies Amendment Bill, 2021 and JSE LR, as they pertain to the SEC;
• reviewing its terms of reference to ensure they remain aligned with King IV™, legislation and best practice, including whether there is any material non-compliance that requires disclosure;
• ensuring that the group continues to pay its employees fairly, ethically and responsibly in accordance with the equal pay for work of equal value principle;
• ongoing training and communication with employees through various platforms;
• ongoing engagement with employees in terms of their financial, physical and emotional wellness through the employee wellness programme;
• monitoring Covid-19 protocols, policies, and procedures group-wide;
• roll-out of the remote hybrid work policy;
• prioritising ESG, commencing with formalising our ESG strategy, including identification of most relevant sustainable development goals, setting objectives aimed at delivering sustainable value and monitoring and evaluation of our performance in respect thereof; and
• as part of its ongoing ethics initiatives, identify the 20 SME's to participate in the Ethically Aware Supplier induction programme through the Ethics Institute which will see SMEs in the company's supply chain being trained in ethical business practices with a view to receiving "Ethically Aware" accreditation.

The committee is satisfied:

• that it has fulfilled its mandate in terms of Regulation 43 of the Companies Regulations, 2011, the JSE Listings Requirements and its MoI;
• that there were no known instances of material non-compliance with legislation or regulations, or non-adherence with codes of best practice in terms of the areas within its mandate during the year under review;
• that no material or repeated regulatory penalties, sanctions, fines, censures or compliance orders were imposed on the company or its directors;
• that the group has operated as a socially responsible corporate citizen demonstrating an ongoing commitment to sustainable development.

MANAGEMENT COMMITTEES

Exco

Exco is the most senior executive decision-making body within the group and assists the CEO in the implementation of strategies and policies adopted by the board, managing the group's day-to-day operations, as well as its overall performance, and discharging the obligations delegated to the CEO by the board.

Exco comprises 10 members and is chaired by the CEO.

Exco met four times during the year under review and is specifically responsible for:

• implementing strategies and policies adopted by the board;
• managing the day-to-day activities of the company;
• prioritising and allocating the group's capital, technical and human resources;
• establishing best management practices and functional standards;
• appointing and monitoring the performance of senior management;
• maintaining a group-wide system of internal control to manage all group risks to support the board in discharging its responsibility in respect of effective risk management and, in so doing, supporting the creation and preservation of shareholder wealth;
• maintaining a group-wide legal compliance structure;
• setting the appropriate ethical tone and creating an ethical environment;
• developing and implementing business plans, policies, procedures and budgets, as approved by the board;
• monitoring the group's operational and financial performance;
• developing and implementing equity and transformation initiatives;
• developing and implementing corporate responsibility initiatives, including sustainability;
• identifying, managing and developing talent;
• managing the internal control environment and preparing reports for presentation to the audit committee;
• maintaining the integrity of management information and financial reporting systems; and
• developing and implementing company policy guidelines, including the code.

Management development and succession committee (Mandasco)

The committee comprises nine members, including the CEO, who serves as chairman, the COO and divisional directors and general managers: operations, divisional director: human resources and group talent manager and is responsible for ensuring that:

• effective management development practices that align with the group's business needs and human capital requirements are in place
• the group's employment equity and transformation objectives are advanced through the attraction and retention of the appropriate level of talent
• a suitable succession pool and talent pipeline is maintained.

Four meetings were held during the year under review.

The various programmes in place saw the following appointments being made during the year under review:

• General manager: one Accelerated Development & Deployment Programme (ADDP) candidate and one succession pool candidate.
• Assistant general manager: two ADDP candidates.
• Junior assistant general manager: five ADDP candidates and one succession pool candidate.
• Other junior management positions: two ADDP candidates.

GOVERNANCE PROCESSES

Combined assurance

The group, in its implementation of combined assurance, has identified a number of role players who, when taken as a whole, enable an effective control environment, support the integrity of information used for internal decision-making as well as the integrity of the group's external reports.

The key differentiating factor between these role players is their levels of independence from the group's operational activities and the company itself.

The various lines of defence distinguish between:

• functions that own and manage risks as part of their day-to-day activities;
• functions that oversee risks and provide robust challenge to the management teams; and
• functions that provide independent assurance.

Risk management system

Risk management is an integral part of management processes. The group's effectiveness is enhanced when risk management is part of the culture and is embedded in its daily practices and business processes. Risk management focuses on the relationship between risk and its impact on achieving objectives.

The ERM framework sets out the key principles that guide the implementation of risk and capital management at all levels. It provides the necessary foundations and organisational arrangements for managing risk within the group by promoting ownership of risk areas and accountability for risk management, and illustrates how risk management should be embedded in all business units to ensure effective risk management strategies are integrated in all work contexts.

The group's enterprise risk management process encompasses the review, identification, quantification, prioritisation, response to and monitoring of the consequences of both internal and external risks, and accounts for new and emerging risks and opportunities. It also promotes ownership of risk areas and accountability for risk management. Risk and control procedures are developed, and enhanced upon, on an ongoing basis to improve risk identification, assessment and monitoring. Risks are assessed in terms of potential impact and likelihood. Inherent risk is determined with reference to an evaluation of impact and probability, and its significance to the business, while residual risk is determined with reference to the mitigating strategies in place.

Internal control system

The internal control system:

• acts as an enabler for the delivery of effective governance and to demonstrate that adequate internal controls are in place and operating satisfactorily.
• outlines the various elements influencing and contributing to a sound internal control environment to ensure adequate control over operations, compliance and financial reporting.
• has been designed to provide reasonable assurance from a control perspective that the business is being operated consistently within the:
  • strategy and risk appetite set
  • agreed business objectives
  • agreed policies and processes
  • laws and regulations.

Internal audit

The internal audit function provides independent, objective assurance to the board in respect of the effectiveness of its governance, risk management and internal controls. The function, which is outsourced, complies with the Institute of Internal Auditors for the Professional Practice of Internal Auditing and Code of Ethics, and operates within approved terms of reference. It follows a risk-based approach, evaluating significant business, strategic and control risks, and the internal audit plan is informed by the strategy and risks of the group. This assists management in the development and implementation of effective internal controls to address the risk of material misstatement of financial results. The head of internal audit reports functionally to the audit committee and administratively to the CFO. Internal audit has unrestricted access to the CEO, CFO, and the chairman of the audit committee.

Audits are conducted in accordance with the International Standards for the Professional Practice of Internal Auditing, with hotels being audited roughly once every three years, unless circumstances dictate otherwise.

Reports are presented at each audit committee meeting and are prepared in accordance with a defined set of audit criteria which highlight audit area ratings per hotel and summarise internal audit activities. Corrective action is taken where significant internal control weaknesses are identified and follow-up audits may be conducted if deemed necessary.

Based on the results of the reviews completed during the year, which yielded an average score of 93% (FY21: 97%), the internal audit function and the audit committee concluded that the overall operational internal control effectiveness is excellent.

The audit committee reviews the effectiveness of the internal audit function to ensure that adequate, objective internal audit assurance standards and procedures exist and annually approves the internal audit plan and budget for the ensuing year.

Where mandated by the audit committee, internal audit carries out special assignments. During the year under review:

• a cyber-security assessment aimed at providing the company with:
  • a current state assessment of its cyber-security programme, including organisational structure, processes and supporting technology;
  • an understanding of the existing cyber-security maturity programme; and
  • executive level reporting, as well as recommendations for improvement;
• an internal financial control review to facilitate compliance in respect of the statement with regards internal financial controls was undertaken, which yielded an overall maturity result of fair.

The audit committee:

• having confirmed the quality and effectiveness of the internal audit processes and taking cognisance of management's views, concluded that the internal audit function operates effectively; and
• upon assessing the independence of the internal audit function with reference to, inter alia, the IRBA Code of Professional Conduct, is satisfied that the independence of the function has not been compromised.

Non-audit services

The policy for the provision of non-audit services by external audit provides guidelines on the audit, audit-related, tax and other non-audit services that the external auditor may and may not provide.

All non-audit services performed by the external auditor must be pre-approved by the audit committee in order to ensure that the provision of such services does not impair the external auditor's independence.

Compliance

The group:

• recognises the critical role that compliance plays in both the governance and sustainability of its business. Accordingly compliance is built into the fabric of its governance frameworks and structures; and
• has a strong culture of compliance and is committed to being a responsible corporate citizen.

The governance and compliance function monitors governance developments and assesses compliance with, and the impact of, applicable laws and regulations on the business. The board is informed of regulatory changes, non-binding standards and codes that may have an impact on the group.

The board, through the SEC and risk committee, monitors compliance and compliance risks by means of committee reports. Where required, external experts are engaged to assist and advise.

The main areas of focus during the year were:

• ongoing compliance with legislation, code, best practice and frameworks applicable to the company, specifically JSE Listings Requirements the Companies Act and King IVTM;
• POPIA compliance specifically:
  • delivering against the various privacy workstreams as documented in the privacy execution plan including:
  • aligning business practices with the required controls to align with privacy;
  • embedding mechanisms to give effect to individual rights for privacy;
  • physical and technical controls for security;
  • managing third parties who process personal information on the group's behalf through data processing agreements;
  • privacy awareness campaigns and training around protecting information;
  • cyber-security enhancements;
  • securing of information and infrastructure through, inter alia, threat and vulnerability management, as well as access and asset management;
  • ongoing monitoring of IT environment;
  • ongoing security awareness campaigns;
  • business continuity planning; and
• review of the regulatory universe to incorporate a ranking system which will inform compliance and implementation going forward.

Planned areas of focus include:

• ongoing delivery of privacy execution plan deliverables;
• compliance training in identified areas, including information security and privacy awareness campaigns and training around protecting information;
• ongoing maintenance of the regulatory universe; and
• effecting improvements to the legal compliance framework with reference to emerging risks, and reviewing and updating existing policies.

Information technology

IT is integrated into the business and is an important enabler both in the enhancement and advancement of the group's objectives and position as a leader in its field.

The board is ultimately responsible for IT governance (ITG) and the strategic alignment of IT with the group's performance and achievement of its strategic objectives. It has delegated responsibility to implement the ITG framework to management under the oversight of the audit committee where ITG is a standing item on the audit committee agenda.

IT policies and procedures cover, inter alia, the use and safeguarding of the group's information and IT systems, use of social media, disaster recovery plans, as well as the regular updating and improvement of IT technology.

The divisional director: IT, who reports directly to the CFO, is responsible for IT operations within the group, specifically the design and implementation of business-focused IT strategies, execution of projects and ensuring proper system security, data integrity and business continuity.

She is furthermore responsible for consolidating feedback relating to the performance of IT within the company, so that reactive or proactive steps may be taken to ensure that the company derives the maximum value from IT, while at the same time managing its risks and ensuring that the IT function is focused on IT investment initiatives, internal engagement to promote collaborative IT planning and the promotion of IT effectively to capitalise on economies of scale across the group.

Areas of focus included:

• enhancements to the WiFi infrastructure, like the WiFi portal;
• continued investment into technology platforms with a view to stabilising the current environment;
• trialling of a BI tool that uses AI for predictive analysis;
• introduction of enhanced technology services for guests and staff;
• identifying and migrating from paper-based processes to digital-based processes;
• leveraging off the BI tools implemented to predict future trends and provide rich data analysis; and
• enhancement of a Best Available Rate (BAR) rates engine for our property management system for bookings across all channels.

Future focus areas include:

• improving our security posture, including a revised disaster recovery strategy;
• developing our cloud transformation strategy;
• formalising our digital transformation strategy to streamline our back-office functions and guest interaction;
• implementation of BAR rates engine for our OTA and GDS channels;
• enhancements to the BI tools;
• investigating a new loyalty programme;
• deploying a point of sale for our restaurants;
• building foundational IT capabilities that enables data and information as a key differentiator;
• developing strong security and cyber resilience; and
• enabling digital opportunities and achieving operational efficiencies.

The IT Governance Framework continues to strengthen IT investment decision-making and enhances its alignment to business requirements

The board is satisfied that ITG is being addressed appropriately and is suitably aligned to the achievement of the group's objectives, that the systems of internal control over IT are adequate and effective, and that there has not been a material breakdown in the functioning of the internal control systems during the year under review.

Litigation

The group is, in the ordinary course of business, subject to legal proceedings, which for a number of reasons, including risks and uncertainties, cannot be reliably predicted.

The group is not, and has not during the year under review, been involved in any legal or arbitration proceedings that will or may have a material effect on the operations or financial position of the company, nor are there any such known proceedings pending.

Sponsor

The group's sponsor, Nedbank Corporate and Investment Banking, advises the board on compliance with the JSE Listings Requirements.

Stakeholder engagement

The group is committed to the timeous and transparent reporting of relevant matters to its stakeholders as required by the Companies Act, the JSE Listings Requirements and best practice guidelines, recognising that its long-term sustainability objectives are supported through engaging with stakeholders to address matters of mutual interest. Continuous engagement with key stakeholders takes place to promote the achievement of the group's business objectives and support economically, socially and environmentally sustainable practices. The group aims to treat all its stakeholders fairly and strives to enhance and develop services and communication channels to meet their expectations.

The board, as ultimate custodian of stakeholder relations, has delegated responsibility for proactively dealing with the group's various stakeholders to the executive and divisional directors, group company secretary, hotels and public relations function.

Various methods of engagement have been adopted and include face-to-face meetings, results presentations with major institutional shareholders after the release of results, hosting investor and analyst sessions, the annual general meeting, engaging with the broader stakeholder community through its marketing efforts, advertising via various social media platforms, directly with guests via guest questionnaires, and with local communities through various corporate social initiatives.

General investor interaction during closed periods is limited to discussions on strategy and/or historical, publicly available information.