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Governance System

The Pioneer Foods Board of Directors believes that the foundation of good governance is good decision-making. This applies across all areas related to the Group’s social, economic and environmental interests, as well as areas that affect the interests of our stakeholders.

The King Report on Corporate Governance (“King III”)

The Board knows that maintaining good corporate governance is an ongoing process. That’s why we continually monitor its application of and adherence to King III. The Group’s full King III application register is available here.

The Companies Act
The Companies Act of 2008 (as amended by the Companies Amendment Act, Act 3 of 2011) came into effect on 1 May 2011.

In striving to ensure compliance to applicable laws and regulations, the Group is committed to the implementation of, and adherence to, the relevant legislative requirements outlined in the Act.

The Act codifies the fiduciary duties and standards for directors’ conduct, stipulating the liability of directors where the standard has not been met. The Board is therefore obliged to act in good faith, in the best interests of the Group and with the required level of skill and diligence.

Going forward, these standards will be enforced by the Companies and Intellectual Property Commission, the Group’s shareholders and other interest groups.

Memorandum of Incorporation
Even prior to the Companies Act of 2008 came into effect, the Group had begun a compliance programme so that it would be in a position to convert its Memorandum of Incorporation (MOI) to meet the requirements in the Act.

In February 2012, the new MOI was tabled for shareholder approval and adoption at the annual general meeting as required by the Companies Act. The Group is now in the process of converting all the MOIs of its various subsidiaries before 30 April 2013.

JSE Listings Requirements
The Group, as a listed entity, ensures ongoing compliance with the Listings Requirements of the Johannesburg Stock Exchange. The Listings Requirements have also adopted and incorporated the governance principles of King III.