Picfare Corporate Governance

Picfare recognizes the important of its corporate governance framework and its importance to the evolving and dynamic nature of Picfare’s businesses.

The Board has a defined organizational structure to ensure proper segregation of duties and accountability at all levels.

In addition, the Board has approved a Code of Conduct which is applicable to the Directors, executive management and all members of Picfare's staff. This Code binds signatories to the highest levels of professionalism and due diligence in discharging their duties, outlines areas of conflict of interest and confidentiality, and sets out the responsibilities of signatories to adhere to regulatory and global best practice. The board is supported by various management committees.

A minimum of four Board meetings are scheduled each year.

The Board

Picfare has a highly experienced Board of Directors with many years of experience in the paper conversion, security and other printing and consumer products distribution businesses in Africa and beyond.

The Board of Directors consists of Executive Directors and the company is currently looking to appoint a minimum of two non-Executive Directors. The Directors act in a way they consider, in good faith, would be most likely to promote the success of Picfare. In doing so, the Board is responsible to shareholders for creating and delivering sustainable shareholder value through the management of Picfare’sbusinesses. It therefore determines the goals and policies of Picfareto deliver such long-term value, providing overall strategic direction within a framework of rewards, incentives and controls. The Board aims to ensure that management strikes an appropriate balance between promoting long-term growth and delivering short-term objectives.

The Board is also responsible for ensuring that management maintains a system of internal controls that provides assurance of effective and efficient operations, internal financial controls and compliance with laws and regulations. In carrying out this responsibility, the Board has regard to what is appropriate for Picfare’s business and reputation, the materiality of the financial and other risks inherent in the business, and the relative costs and benefits of implementing specific controls.

 The Board is also the decision-making body for all other matters of significance to Picfareas a whole because of their strategic, financial or reputational implications or consequences.

Non-Executive Directors’ Independence

A Non- Executive Director is defined as “A Director not involved in the day-to-day management and/or is not a full-time salaried employee of Picfareand/or any of its affiliates, or subsidiaries or parent companies.”

In determining the independence of the Directors the Board will consider all relevant information, facts and circumstances. It is not possible to provide for all circumstances that will indicate a conflict of interest or a material relationship that could, or could be perceived to, materially interfere with the exercise of the objective, unfettered and independent judgment of the Directors.

Directors must provide the Board with all information in relation to their interests or relationships relevant to determining independence and must inform the Board of any change in their position.

All Directors must report any changes in their circumstances to the Board in case there are any material changes in their circumstances that may conflict with their commitments as a Director of Picfare, or that may impact their independence. The Board will assess the independence of directors when any new relevant interests or relationships are disclosed by a director.

Board Committees

The Board had five approved committees:

  1. the Executive Committee;
  2. the Audit Committee;
  3. the Risk Management Committee;
  4. the Nomination Committee; and
  5. the Remuneration Committee.

 The Committees of the Board of Directors derive their authorities and powers from the Board.

Executive Committee

The Executive Committee is appointed to discharge responsibilities delegated by the Board, including investment decision and policy matters. The Committee consists of two Board members.

The primary function of the Executive Committee is to review and formulate Picfare’s investment policies, strategies, transactions and performance, and oversee its capital and financial resources; assist the Board of Directors in fulfilling its oversight responsibility for its investment portfolio as well as the overall administrative framework of Picfare.

The Executive Committee reports its activities to the full Board of Directors on a regular basis.

Audit Committee and Risk Management Committee

The Audit Committee and the Risk Management Committee assist the Board to execute its responsibilities relating to Picfareaccounting policies, internal controls and compliance procedures, financial reporting and liaison with regulators, and external auditors.

The Audit Committee and Risk Management Committees each consist of two Board members. The Audit Committee assist the Board in fulfilling its statutory and fiduciary responsibilities with respect to internal controls, accounting policies, auditing and financial reporting practices.

The Audit Committee and the Risk Management Committee both assists the Board in its oversight of

(i) the integrity and reporting of Picfarefinancial statements,

(ii) compliance with legal and regulatory requirements; and

(iii) the independence and performance of Picfareinternal and external auditors.

The Audit Committee and Risk Management Committee each assist the Board in ensuring that adequate, effective, comprehensive and transparent corporate governance processes are in place. The Audit Committee and Risk Management Committee also recommend to the Board the selection and compensation of Picfare’s external auditors, and ensure their independence.

The Audit Committee and the Risk Management Committee further review the activities and performance of the internal audit function and supervise the implementation and enforcement of Picfare’s Code of Conduct. The Audit Committee and Risk Management Committee maintain an open avenue of communication among the Board of Directors, Picfare’s management, and Picfare’s internal and external auditors.

The Audit Committee and the Risk Management Committee assist the Board in fulfilling its oversight responsibilities with respect to setting parameters and limits within which Picfareconducts its activities.

The Audit Committee and the Risk Management Committee ensure that Picfarehas an effective risk management framework in place and that all risk controls operating throughout Picfareare in accordance with regulatory requirements and best practice standards for management of risks. It also ensures that realistic policies in respect of management of all significant risks are drafted and approved appropriately.

The Audit Committee and Risk Management Committee review Picfare’s risk profile and significant risk positions. The Committees also approve the overall Investments policy limits proposed by management. The Risk Management Committee ensures that roles and responsibilities for risk management are clearly defined, and that they remain independent of business development.

It also ensures that on a timely basis, management informs the Risk Management Committee of all significant risks arising and that it is comfortable with management’s responses and action taken to address such findings. It further ensures that management reports significant excesses and exceptions, as and when they arise, to the Risk Management Committee for information and review.

The Risk Management Committee monitors whether management maintains a culture that rewards the recognition, communication and management of risks.

Nomination Committee and Remuneration Committee

The Nomination Committee and the Remuneration Committee assist the Board in authorizing and managing Picfare’s compensation arrangements and recommending the remuneration of Directors for approval by the shareholders in their Annual General Meeting. Each Committee consist of two Board members and assists the Board in fulfilling its responsibilities for Picfare’s nomination and remuneration policies.

It also ensures that Picfare’s remuneration levels remain competitive for Picfare to continue to attract, retain and motivate competent consultants to achieve the strategy and objectives of Picfare. The Committees monitor the overall remuneration structure of Picfareand also review Picfare’s succession plan report for submission to its regulators.

Management

Senior Management is responsible for the day-to-day management of Picfare entrusted to it by the Board.

Management Committees

Three management committees assist the Chief Executive Officer in managing day-to-day affairs of Picfare:

  • Investment Committee
  • Assets and Liabilities Management Committee (ALCO)
  • IT Steering Committee

These committees derive their authority from the Chief Executive Officer, based on the authorities and limits delegated by the Board of Directors.

Conflict of Interest

Any conflict of interest is reported to Picfare’s Board Secretary and the Board. Board members must declare such interests. This ensures directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.