Below is our King IV application register for your information.
Principle | Responsibility | Actions in Review Period |
Governance outcome: ethical culture | ||
The governing body should lead ethically and effectively. |
The Board of Famous Brands is responsible for ensuring that the appropriate tone is set for the Group, which is one of integrity, fairness, transparency and accountability. The Board operates under a Charter that outlines the responsibility. |
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The governing body should govern the ethics of the organisation in a way that supports the establishment of an ethical culture. |
The Board sets the direction of the Company’s values, ethics and culture. Although the Board assumes responsibility for the governance of ethics, it has delegated the responsibility to the Audit and Risk Committee and the Social and Ethics Committee. The day-to-day implementation of the Code of Ethics is delegated to management. Management is required to ensure that it is implemented in all functions and sectors of the business on a day-to-day basis, which include, inter alia, recruitment, remuneration, supplier selection, franchisee appointments and engagement with all stakeholders. The Code of Ethics is reviewed annually. Stakeholders are made aware of the Code by making it available on the Company’s website and by regular communication to employees. The Code of Ethics is also included in the Disclosure document which is issued to all franchisees. |
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The governing body should ensure that the organisation is and is seen to be a responsible corporate citizen. |
The Board accepts that it is essential that the Company is and is seen to be, a responsible corporate citizen. Being a responsible corporate citizen entails that it is sensitive to the cultural and acceptable standards where it has its operations and places responsibility on its employees, franchisees and suppliers in ensuing that its operations are environmentally friendly. The Social & Ethics Committee is mandated to ensure that the Company complies amongst others with the 10 Principles of the United Nations Global Compact, the OHS Act, NEMA, BBBEE and EE legislation. The Board has a zero tolerance for non-compliance with legislation. The Board delegated to management the responsibility of ensuring compliance with the Company’s own policies and procedures. Material breaches are reported to the Board. |
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Governance outcome: performance and value creation | ||
The governing body should appreciate that the organisation’s core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process |
The Board sets the direction, purpose and strategy of the Company and delegates to management the responsibility of formulating and implementing the strategy. The Board annually approves the overall strategy and operational strategic plans. The plans include key performance measures and targets approved by the Board and oversees the reporting on and implementation of the plans. The Board thus plays a key role in the oversight of strategy implementation. In assessing and approving the strategy, the Board takes into account risks and opportunities relating to the strategy and its implementation. The Board satisfied itself that the business model is appropriate for the strategy implementation and that sustainable development is an important factor in the strategy. |
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The governing body should ensure that reports issued by the organisation enable stakeholders to make informed assessments of the organisation’s performance, and its short, medium and long-term prospects. |
The Board sets the direction, approach and conduct for reporting to the Company’s stakeholders and approves the framework and when necessary, the detail to be used. The Board ensures that the reporting frameworks are compliant with all regulatory requirements, which include the Companies Act, the JSE Listings Requirements which include the requirement to adhere to the provisions of King IV. The Board approves the Integrated Annual Report, the basis of materiality to be used within the report and satisfies itself as to the assurances required from external parties. The Board further ensures that regular and requisite disclosures are made to investors, shareholders, employees and customers informing them of the Company’s performance and prospects. |
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Governance outcome: adequate and effective control – governing structures and delegation | ||
The governing body should serve as the focal point and custodian of the corporate governance in the organisation. |
The Board fulfils its responsibility as being the focal point and custodian of corporate governance in the Company and exercises this leadership role through ensuing that it performs its functions in terms of its Charter and the Charters of the Committees of the Board in line with the principles of King IV and the provisions of the Companies Act and its MOI. This role is further emphasized in its Delegations of Authority framework. |
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The governing body should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively. |
The Board comprises a majority of independent non-executive directors. The Nominations Committee considers whether the size, knowledge, skill, diversity experience and independence of the Board are appropriate for the Company. The Committee is satisfied that the Board currently has the appropriate skills set. The CEO and CFO are executive directors. The Board encourages and supports diversity of gender, race, age, culture and fields of expertise. The rotation of Board members is outlined in the Company’s Memorandum of Incorporation. The process for the nomination and approval of new Board members is outlined in the Charter of the Nominations Committee. There is a formal induction process for new Board members. Conflicts of interest are required to be tabled in terms of the Companies Act and are updated at each Board meeting. The Chairman of the Board is independent. The Chairman of the Board is not Chairman of the Audit and Risk Committee, the Remuneration Committee nor the Social and Ethics Committee. |
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The governing body should ensure that its arrangements for delegation within its own structures promote independent judgement and assist with balance of power and the effective discharge of its duties. |
The Company has established the statutory Audit and Risk and Social and Ethics Committees. It was considered appropriate that the assessment of risk would be the responsibility of the Audit Committee. The Board has also established a Remuneration Committee, a Nominations Committee and an Investment Committee. The Investment Committee is convened on an ad hoc basis when appropriate. |
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The governing body should ensure that the evaluation of its own performance and that of its Committees, its Chair and its individual members, support continued improvement in its performance and effectiveness. |
The Board acknowledges that it is important that a regular assessment be made of the performance and composition of itself and of its Committees through an evaluation exercise. |
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The governing body should ensure that the appointment of, and delegation to, management contribute to role clarity and effective exercise of authority and responsibilities. |
The Board delegated the responsibility to the CEO, assisted by his management team, to lead the implementation of strategy and operational management. The CEO is not a member of the Audit and Risk Committee, Remuneration or Nomination Committees, but attends meetings by invitation. The CEO is a member of the Social and Ethics Committee. Succession of the CEO and senior executives is considered by the Nomination Committee. A delegation of authority framework is delegated to the Audit and Risk Committee for annual review. The Board is satisfied that it contributes to clarity of responsibilities and assists in the effective exercise of authority and responsibilities. The Remuneration and Nominations Committees have been delegated the responsibility of ensuring that executive management functions are appropriately resourced and remunerated. The performance of the CEO and senior executives is annually evaluated by the Remuneration Committee. Board members are entitled to seek independent legal advice. |
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Governance outcome: adequate and effective control – governance functional areas | ||
The governing body should govern risk in a way that supports the organisation in setting and achieving its strategic objectives. |
The Board is responsible for the governance of risk. This responsibility has been delegated to the Audit and Risk Committee. The assessment of risk and the implementation of risk management is the responsibility of executive management. |
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The governing body should govern technology and information in a way that supports the organisation setting and achieving its strategic objectives. |
The Board accepts that the role of technology is a key enabler for success and competitive advantage, and as such, gives rise to enhanced risk for the Company and its operations. The Board has acknowledged it holds responsibility for the governance of technology. The Board has delegated to management the implementation of effective technology and information practices and to monitor the rapid advances and improvements in technology. Management has established an Information Technology Steering Committee to manage this important function. |
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The governing body should govern compliance with applicable laws and adopted, non-binding rules, codes and standards in a way that supports the organisation being ethical and a good corporate citizen. |
The Board sets the requirement of compliance by all operations with relevant legislation, codes, regulations, standards and policies. There is a zero-tolerance policy towards breaches of legislation where material breaches are reported to the Audit and Risk Committee. The Board delegated to management the responsibility of ensuring such compliance. |
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The governing body should ensure that the organisation remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term. |
The Board through the Remuneration Committee sets the direction and approach for remuneration practices. The Remuneration Policy and Implementation Report are detailed in the 2024 Integrated Annual report. |
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The governing body should ensure that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal decision making and of the organisation’s external reports. |
The Board has delegated the responsibility for the oversight of direct assurance services and functions to the Audit and Risk Committee. The Audit and Risk Committee has assumed the responsibility in order to ensure the existence of an effective internal control environment and thus reliability can be given to the integrity of information for decision-making. The Committee is responsible for ensuring that an applied assurance model is implemented that covers significant risks and material matters through the use of internal and external assurance providers. The Committee is satisfied as to the effectiveness of the model in respect of both financial and non-financial issues. The Board has delegated the oversight of the Internal Audit function to the Audit and Risk Committee. The Internal Audit Charter is reviewed annually. The Internal Audit Executive has a direct reporting line to the Chairman of the Audit and Risk Committee in addition to his day-to-day internal management reporting line. |
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Governance outcome: trust, good reputation, and legitimacy | ||
In the execution of its governance roles and responsibilities, the governing body should adopt a stakeholder-inclusive approach that balances the needs, interests and expectations of material stakeholders in the best interests of the organisation over time. |
The Board accepts that stakeholder management is a key responsibility that it holds. It has delegated the responsibility to management. Stakeholders include employees, shareholders, franchisees, suppliers, consumers and government. |
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