Governance
Aveng is committed to the highest standards of business integrity and ethical conduct. The Group recognises that sound governance supports its business strategy, builds trust and contributes to the creation and preservation of value for stakeholders.
The Aveng Board is ultimately responsible for the governance of the Company. The Board maintains oversight of the management and control structure of the Group, and implements the strategy. The Board ensures that governance is underpinned by the Group’s values of safety and care, honesty and integrity, customer focus, performance excellence, and working together.
The oversight roles, responsibilities, membership requirements and procedural conduct of the Board are documented in the Board charter which is reviewed annually.
The Board charter promotes a unitary board structure and Aveng is committed to maintaining a smaller but effective Board composed of a maximum of eight executive and non-executive directors, 75% of whom should be independent non-executive directors.
Structure of Board and committees
Aveng Limited
PA Hourquebie – Chair
S Cummins – CEO
B Modise – Lead Independent
N Bowen – Non-Executive
D Noko – Non-Executive
BC Meyer – Non-Executive
SJ Flanagan – Non-Executive
AH Macartney – Executive
Risk committee
N Bowen – Chair
B Modise
PA Hourquebie
D Noko
S Flanagan
Audit committee
B Modise – Chair
N Bowen
BC Meyer
Remuneration and Nomination committee
BC Meyer – Chair
PA Hourquebie
B Modise
Investment committee
PA Hourquebie – Chair
B Modise
BC Meyer
Safety, Health and Environment committee
N Bowen – Chair
D Noko
P Hourquebie
S Flanagan
Social, Ethics and Transformation committee
D Noko – Chair
PA Hourquebie
B Modise
Tender Risk committee
N Bowen – Chair
SJ Flanagan
AH Macartney
PA Hourquebie
D Noko
By Invitation
PA Hourquebie to attend Audit committee meetings by invitation
S Cummins to attend all committee meetings by invitation
AH Macartney to attend Audit, Risk and Investment committees by invitation.
Board committee charters
Investment committee
The committee considers the viability of the acquisition or disposal of equity, fixed property investments and approval of the Group’s significant capital expenditure. The committee considers the effects these activities may have on the Group’s cash flow and how they fit into the Group’s overall strategy.
Safety, health and environmental committee
The committee ensures that the Aveng priority of “Home Without Harm, Everyone, Every day” is upheld. The committee assists the Board to ensure that the Group conducts its business in a manner that protects the safety and health of its employees and others and the environment. The committee ensures that the Group has a clear and defined roadmap to achieve and maintain leading safety, health, and environmental culture.
Social, ethics and transformation committee
The committee provides independent oversight by reviewing the actions of the Board through an ethical lens and taking accountability for specific areas within its mandate. The committee monitors the Group’s compliance relating to sustainability and transformation activities, social and economic development, good corporate citizenship, and environmental matters, including ESG.
Risk committee
The committee ensures the identification, assessment, control, management, reporting and remediation of risks across the organisation. The committee sets its own strategy and monitors conformance with risk management policies, procedures, regulatory and internal limits and exposures, and processes and practices. The committee oversees the tender risk management, being a subcommittee of the risk committee.
Audit committee
The committee assesses and questions the Company’s financial sustainability, financial and integrated reporting, internal controls, effective risk management, and provides oversight over IT governance.
Remuneration and nomination committee
The committee is an independent and objective body with the necessary knowledge, skill, experience, and capacity to assist the Board in ensuring that the Group remunerates fairly, responsibly and transparently, to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term. The committee enables the Board to achieve its responsibilities concerning the Group’s remuneration policy, processes, and procedures.
Governance and reporting frameworks
Through the application of King IV and other reporting frameworks, Aveng aims to maintain the key governance outcomes of ethical culture, good performance, effective control, and legitimacy. The Board monitors the King IV register regularly and is satisfied that the Group has, in all material aspects, applied King IV.
Key governance and reporting frameworks applied
King Report on Corporate Governance™ for South Africa (King IV)
International Financial Reporting Standards (IFRS)
Companies Act 71 of 2008 (Companies Act)
JSE Limited (JSE) Listings Requirements
Board Governance Frameworks including charters
