Encipient™ views the implementation of Corporate Governance practices as integral to its operations. We are committed to the principles of international best practices of governance and at all times strives to comply with such practices. The Corporate Governance framework at Encipient™ is based on an effective independent Board and the constitution of Board Committees to oversee critical governance areas of the company. The illustration below describes Encipient's current governance framework:
The Board of Directors is committed to the ongoing implementation of initiatives to improve Corporate Governance for the benefit of all stakeholders. All of Encipient's operations are subject to an effective governance framework. This provides direction for its subsidiaries, which structure their respective governance frameworks according to Company standards. Furthermore, this framework enables our Directors to balance their responsibility of providing oversight with their role as providers of strategic counsel, thereby achieving a proper balance between conformance and performance. In creating the governance framework, the Board is committed to applying accepted governance principles in a practical way.
Encipient™ is committed to upholding the highest standards of corporate governance. This entails complying with regulatory requirements, protecting the rights and interests of all stakeholders, enhancing shareholder value, and achieving organizational efficiency. The Board has approved policies for risk management, compliance and internal controls, in accordance with the latest rules and guidelines.
The adoption and implementation of corporate governance is the direct responsibility of the Board of Directors. The Board is committed to excellence in corporate governance.
Audit & Risk Management Committee Members
Board Investment Committee Members
Corporate Governance Committee Members
Executive Management Committee Members
Risk Management Committee Members
Investment Assessment Group Members
The Board of Directors is responsible for monitoring and reviewing the reliability of the financial statements, accounting policies and the information contained in the Annual Report. In undertaking this responsibility, the Directors are supported by on-going processes for identifying, evaluating and managing risks we face. Timely and accurate disclosure of information regarding the Company's financial position, performance and ownership also forms part of Corporate Governance.
Encipient™ has an Internal Audit function that is commensurate with the size, nature and extent of business conducted by the Company. Internal Audit reports to the Board Audit Committee and has unrestricted access to the Chairman of the Board Audit Committee. A risk based audit approach is followed and the Board Audit Committee approves annual audit plans. The scope of work of the Internal Audit department is to determine whether Encipient's network of risk management, control and governance processes, as designed and represented by management, is adequate and functioning. The Internal Audit function verifies the adequacy and effectiveness of internal controls from operation, financial and statutory compliance point of view through a blend of process and transactional audits. A summary of significant observations along with any action plan identified by the management is placed quarterly before the Board Audit Committee for review and guidance.
The independence of the External Auditors is recognized and reviewed with the auditors by the Board Audit Committee on an annual basis. Non-audit services are dealt with in terms of the following:
- Our External Audit firms must have internal standards and processes to monitor and maintain their independence; and
- Safeguards must be in place to ensure that there is no threat to the objectivity and independence in the conduct of the audit, resulting from the provision of non-audit services by the External Auditors.
Code of Conduct, Risk Management & Compliance
Corporate Governance is about commitment to values and ethical business conduct. It is also about how an organization manages its corporate and business structure, culture, policies and interactions with stakeholders. These policies are implemented by management and independently monitored for compliance by Internal Audit, Risk Management and other sub-committees of the Board.