Investor Relations

INTRODUCTION

The Board of Directors (the Board) of Sasfin Holdings Limited, “SHL”, or where the context requires, “the Group” subscribes to good corporate governance. It has developed a Board Charter in accordance with the recommendations of the King IV Report on Corporate Governance (King IV).

Whilst embracing the King IV principles of good governance, summarised in Annexure 1 attached, and the Basel Committee on Banking Supervision (Basel Committee) corporate governance principles for banks, summarised in Annexure 2 attached, the Board and SHL are required to be compliant with South African legislation (including the South African Constitution) and, in particular, the Banks Act, 1990, as amended, the Companies Act, 2008, as amended, and the JSE Listings Requirements.

This Board Charter is complementary to SHL’s Memorandum of Incorporation (“MoI”). It is not intended to amend or replace the MoI in any way whatsoever.

PURPOSE OF THE CHARTER

This Charter sets out:

• The roles, functions, obligations, responsibilities and authority of the Board; and
• The policies and procedures of the Board in respect to its duties, functions and responsibilities.

Click here to access the Sasfin Holdings Limited Charter

Credit and Large Exposures Committee

It is the responsibility of the Credit and Large Exposures Committee to ensure that:

• Sasfin has developed and implemented an effective policy and strategy for the management of credit risk, large exposures and investment risk that will enhance Sasfin’s ability to achieve its strategic objectives;
• The management, measurement and reporting of all risks to the Committee must adhere to the Risk Data Aggregation and Risk Reporting (RDARR) principles of accuracy, comprehensiveness, clarity and usefulness, frequency and distribution;
• All relevant legislation, either current, amending or new legislation, as well as all relevant regulations and guidelines, as amended and issued from time to time, are adhered to and complied with.
• Members are fully prepared for Committee meetings, to provide appropriate and constructive input on matters discussed.
• The following matters are, inter alia, overseen, reviewed and reported on and, where necessary, recommendations to the Boards on these matters are made:
  • Review of management decisions relating to Sasfin’s defined Large Facilities (currently >R50m) made within their delegated authority;
  • Quarterly review of all investment exposures above the Capital Investment Committee limit (currently > R50m);
  • Review of the Credit Policy and compliance with that policy, ensuring that sound and well-defined credit-granting criteria is applied;
  • Monitor loan quality through problem loan reports, past due reports, write-offs, and potential loss predictions;
  • Monitor adequacy of impairments;
  • Consider concentrations and industry trends in the portfolio;
  • Keep management informed of economic and industry trends that Committee members are aware of;
  • The Committee shall determine what Rand limits are appropriate for management mandates and may amend such limits periodically;
  • Conduct credit and investment activities within the risk strategy, policies and tolerances framework approved by the Boards;
  • Approve credit and grant investments on an arm’s length basis;
  • Ensure credit and investment activities are subject to adequate internal controls and appropriate internal audit coverage;
  • Ensure adequate capital exists for the risk that Sasfin assumes;
  • In respect of Credit Risk, set and monitor maximum risk appetite limits that are within the prudential limits for single entities or a closely related group of entities;
  • Ensure sufficient management information systems exist to enable management to identity, on a timely basis, concentration within the portfolio on a solo and consolidated basis; and
  • Monitor approved limits by management and report any excesses.

Directors’ Affairs and Nominations Committee

The Committee has monitoring, and decision-making responsibilities. The functions listed below shall be the common recurring activities of the Committee in discharging its mandate and responsibilities and serves as a guideline.  The Committee may carry out additional functions and adopt other practices as may be appropriate.

The Committee is required to consider, monitor and report to the Boards on the key risks arising from and associated with the corporate governance requirements of King IV, Sections 60A (Compliance Function), 60B (Corporate Governance), 64B (Directors’ Affairs Committee) and Regulations 39 and 49 of the Banks Act and any corporate governance requirements of the Sasfin Group.

The Committee will assist the Boards to:

1. determine and evaluate the adequacy, efficiency and appropriateness of the corporate governance structure and practices of the Sasfin Group;
2. set objectives for corporate governance in terms of Regulation 39 (18);
3. make recommendations generally to the Boards on the appointment and removal of:
   1. executive, non-executive and alternate directors including the Chair, Lead Independent Director (or Deputy Chair) and the Chief Executive Officer;
   2. the appointment, removal or replacement of the Group Company Secretary and external auditors; and
   3. the appointment, removal or replacement of members of Committees of the Boards as may be established.
4. make recommendations to the Boards on its composition generally and
   on the balance between executive and non-executive directors and independent non-executive directors;
5. make recommendations to the Boards in their consideration of gender and race diversity targets relating to the composition of the Board;
6. regularly assess the conduct and competence of directors and Board Committees;
7. regularly review the composition of all (main and subsidiary) Boards and Committees and monitor the attendance of Directors at Board and Committee meetings;
8. establish and maintain Board directorship continuity programmes entailing -
   
   1. a review of the performance of, and succession plan for Executive Directors with due consideration of any input or recommendations from the HR and Remuneration Committee;
   2. measures to ensure continuity of Non-Executive Directors including succession plans for the Chair and the Lead Independent Director;
   3. a regular review of the composition of skills, experience and other qualities required for the effectiveness of the Boards;
   4. an annual self-assessment of the Boards as a whole and of the contribution of each individual director (which self-assessment shall be co-ordinated by the Chair of the Boards, with the assistance of the Company Secretary); and
   5. an assessment of the overall effectiveness of the Boards which will be reported on to the Boards.
9. review the nomination of successors to the key positions in the Sasfin Group in order to ensure that a Management succession plan is in place, with due consideration of any input or recommendations from the HR and Remuneration Committee;
10. optimise the composition, competence and integrity of the Boards and Committees by ensuring that individuals and independent members with expertise in areas supportive of and consistent with the strategic initiatives of the Sasfin Group are elected to the Boards and Committees;
11. ensure that all directors are made aware of significant changes in the economic, political, social and legal climate and consider relevant in-house or other training to assist all directors to keep abreast of any significant changes and trends in these areas;
12. in terms of Regulation 39 (18), at least once a year assess and document whether the processes relating to corporate governance implemented by the bank successfully achieve the objectives specified by the Board.
13. monitor progress with implementation and achievement of the Board's corporate governance objectives;
14. review compliance by directors and employees with the Sasfin Group’s Code of Ethics and specifically review reports on issues raised as a result of whistleblowing procedures. The Committee will be supported by the Social and Ethics Committee in this regard;
15. as it relates to the achievement of the Board's corporate governance objectives, the Committee will obtain assurance from the Group Audit Committee that processes, compliance programmes and systems are in place and that there is adequate oversight of compliance in the Group to Sasfin Group with reference to all applicable laws, regulations, codes of conduct and practices;
16. as it relates to the achievement of the Board's corporate governance objectives, the Committee will obtain assurance from the Group Audit Committee that the Bank maintains an independent and effective Group Compliance function as part of its risk management framework;
17. as it relates to the achievement of the Board's corporate governance objectives, the Committee will obtain assurance from the Group Audit Committee on the level of compliance with laws and regulations or supervisory requirements by the Bank, including:
    
    1. breaches of compliance rules or regulations and compliance monitoring findings;
    2. regulatory developments and changes applicable to the Sasfin Group; and
    3. legal or regulatory concerns.
18. perform such further functions as may be prescribed by the Board, or the Registrar of Banks from time to time in the Banks Act and/or Regulations relating to Banks.

The Committee will report to the Board on the above.

Group Audit Committee

7.1 Duties in terms of section 64 of the Banks Act

1. To assist the Boards of directors:
   1. in its evaluation of the adequacy and efficiency of the internal control systems, accounting practices, information systems (the Committee will rely on reports from the IT Committee report on IT governance, risks, projects and compliance initiatives in the Sasfin Group) and auditing processes applied within the bank or controlling company, as the case may be in the day-to-day management of its business;
   2. to facilitate and promote communications, regarding the matters referred to in subparagraph (i) or any other related matter, between the Board of directors and the executive officers, the auditor appointed under sections 61 or 62 of the Banks Act, and the employee charged with the internal auditing of the transactions of the bank or controlling company, as the case may be; and
   3. to introduce such measures as in the Committee’s opinion may serve to enhance the credibility and objectivity of financial statements and reports prepared with reference to the affairs of the bank or controlling company, as the case may; and
2. perform such further functions as may be prescribed. 

Duties in terms of Section 94(7) of the Companies Act, 71 of 2008

• To nominate, for appointment as auditor of the company under section 90, a registered auditor who, in the opinion of the audit committee, is independent of the company;
• To determine the fees to be paid to the auditor and the auditor’s terms of engagement;
• To ensure that the appointment of the auditor complies with the provisions of this Act and any other legislation relating to the appointment of auditors;
• To determine the nature and extent of any non-audit services that the auditor may provide to the company, or that the auditor must not provide to the company, or a related company; and
• To pre-approve any proposed agreement with the auditor for the provision of non-audit services to the company.
• To receive and deal appropriately with any concerns or complaints, whether from within or outside the company, or on its own initiative, relating to –
  • the accounting practices and internal audit of the company;
  • the content or auditing of the company's financial statements;
  • the internal financial controls of the company; or
  • any related matter.
• To perform such other oversight functions as may be determined by the Board.

Duties in terms of the JSE Listings Requirements

• To assist the Board of Sasfin Holdings Limited to comply with the Listings Requirements of the JSE Ltd, specifically, but without limiting the generality of the aforegoing, in relation to:
  • ensuring all required statutory declarations are made;
  • ensuring trading statements, where necessary, are issued for year-end and interim results;
  • ensuring appropriate cautionary and SENS announcements where required, are issued;
  • developing and monitoring its internal share dealing protocol and to prohibit insider trading;
  • ensuring independent fairness opinions are obtained when required,specifically in respect of any transactions contemplated in the Listings Requirements;
  • ensuring financial information is published in accordance with the Listings Requirements.
• To obtain specified information required from the external auditors, and updated information, where necessary, to ensure the Committee has the necessary important and useful information to enable its recommendation on who should act as the external auditor. In particular, the Committee shall, prior to the appointment of the audit firm for the first time and for every annual re-appointment thereafter, request and consider the following information in respect of the latest inspection performed by the Independent Regulatory Board for Auditors (IRBA) and, if necessary, consult with the audit firm, in order to assess the suitability of appointment of the current or prospective audit firm and the designated individual auditor:
  • original and, where applicable, re-inspection, decision letters, findings reports and proposed remedial actions to address the findings in respect of the audit firm, or redacted versions of that information if the contents of the said letters and reports reveal the identity of specific entities;
  • decision letters, findings reports and proposed remedial actions to address the findings in respect of the designated individual auditor;
  • original and, where applicable, re-inspection, decision letters for all other engagement file reviews on the designated individual auditor for the next audit and, if the audit firm remains unchanged, on the designated individual auditor for the past audit, or redacted versions of that information, where necessary;
  • explanations of the findings, where necessary, especially if the redacted versions of the detailed findings reports lead to the nature of the findings becoming unclear;
  • summaries, as approved by the head of risk or a similar senior person within the audit firm who is tasked with the responsibility of risk management, to deal with any audit quality related matters, of:
    • descriptions of the monitoring procedures performed;
    • conclusions drawn from the monitoring procedures;
    • where relevant, descriptions of systemic, repetitive or other significant deficiencies and of steps taken to resolve or amend those deficiencies
• the outcomes and summaries of any legal or disciplinary proceedings concluded within the past seven (7) years, instituted in terms of any legislation or by any professional body of which the audit firm or the designated individual auditor are accountable to.

Compliance Duties

• In accordance with Regularion 49 (2)(a)(ii) of the Banks Act, the Head: Group Compliance will have the authority to communicate directly and freely in respect of any relevant matter, including decisions made by management of the Group that may be in conflict with legal or regulatory requirements, of his/her own initiative with members of the Committee.

• The Committee will:

• • monitor the independent compliance function of the Group established in terms of Section 60A, read with Regulation 49, of the Banks Act, by receiving reports from the Head: Group Compliance in accordance with Regulation 49(2)(a)(ii) of the Banks Act (refer to Annexure A, an extract of Regulation 49, of the Banks Act);
  • assist the Boards in their consideration of the need to receive periodic independent assurance on the effectiveness of compliance management and the Group’s compliance policies;
  • assist the Boards in ensuring that they govern compliance in accordance with applicable laws including remediating actions to address any concerns or non-compliance;
  • monitor that the Group takes appropriate action to manage the various types of compliance risks and complies with applicable laws, rules, codes and standards;
  • assist the Boards in ensuring that the Group has adopted legal obligations and non-binding rules, codes and standards in a way that supports the Sasfin Group being ethical and a good corporate citizen; and
  • review and respond to any report of non-compliance submitted to it in terms of Regulation 49(3)(c) and any recommendations from the Head: Group Compliance made in terms of Regulation 49 (3)(j) of the Banks Act or any legislation applicable to the Group.

Internal Audit Duties

The Boards, through the Committee, assumes responsibility for Group Internal Audit (GIA) by setting the direction for the internal audit arrangements needed to provide objective and relevant assurance that contributes to the effectiveness of governance, risk management and control processes. It further:

• Approves the GIA charter that defines the role and associated responsibilities and authority of internal audit, including its role within combined assurance and the internal audit standards to be adopted;
• Approves the annual risk-based internal audit plan (and ensures that GIA follows a risk-based approach to planning);
• Reviews the Group’s risk profile regularly (at least bi-annually) and proposes adaptations to the internal audit plan accordingly;
• Approves the GIA’s budget and resource plan ensuring that the necessary skills and resources are in place to address the complexity and volume of risk faced by the Group and that internal audit is supplemented as necessary, by specialist services/subject matter experts;
• Receives communications from the Chief Audit Executive (CAE) on GIA’s performance relative to its plan and other matters;
• Approves decisions regarding the appointment and removal of the CAE ensuring that the person has the necessary competence, gravitas and objectivity;
• Approves the remuneration of the CAE, on recommendation of the Human Resources and Remuneration Committee;
• Ensures that the CAE is set up to function independently from management and that the position carries the necessary authority;
• Makes appropriate inquiries of management and the CAE to determine whether there is inappropriate scope or resource limitations;
• Ensures that internal audit provides an overall statement annually as to the effectiveness of the Group’s governance, risk management and control processes;
• Causes an external, independent quality review of the internal audit function to be conducted at least every five years; and
• Obtains an annual confirmation that GIA conforms to a recognized industry code of ethics.

Other Responsibilities

The Committee shall:

• Consider any matters relating to the financial affairs of the Sasfin Group as well as to the internal and external audits that it determines to be necessary;
• Have oversight responsibility for financial matters of the Sasfin Group, including responsibility for recommending approval of the annual financial statements of Sasfin Holdings Limited and Sasfin Bank Limited to the Boards;
• Oversee the Group's system of internal controls over financial reporting;
• Examine any matters referred to it by the Boards, including other Board Committees, or the Chief Executive Officer or Financial Director or Chief Audit Executive or Head: Group Compliance, provided that such matter are within the Committee’s scope of responsibilities;
• Assist the Boards with the preparation of documentation for all engagements with the SARB, the Financial Sector Conduct Authority or other regulators in respect of annual Trilateral meetings and meetings with the Boards, and to ensure adequate and constructive responses to all enquiries, Circulars and Guidance Notes from the SARB;
• Oversee compliance with the provisions of the Bank’s Act and Regulations, regarding the preparation and submission of the relevant statutory financial statements and BA returns to the PA, annually, and for such internal controls as the directors determine are necessary to enable the preparation of returns that are free from material misstatement, whether due to fraud or error; and
• Assist the Boards in ensuring that all relevant legislation, either current, amending or new legislation, as well as all relevant regulations and guidelines, as amended and issued from time to time, are adhered to and complied with.

Committee members must be fully prepared for Committee meetings, to provide appropriate and constructive input on matters discussed.

Group Risk and Capital Management Committee

1. The Committee shall monitor that:
   • Sasfin has developed and implemented an effective policy and strategy for risk management that will enhance Sasfin’s ability to achieve its strategic objectives;
   • The management, measurement and reporting of all risks to the Committee must adhere to the Risk Data Aggregation and Risk Reporting (RDARR) principles of accuracy, comprehensiveness, clarity and usefulness, frequency and distribution;
   • All relevant legislation, either current, amending or new legislation, as well as all relevant regulations and guidelines, as amended and issued from time to time are adhered to and complied with, in particular, the Banks Act, and specifically regulations 39 (3), (4), (5) and (6) thereof;
2. The Committee shall oversee:
   • The development, annual review and approval of the Sasfin Enterprise Risk Management Policy and Plan, in accordance with ISO 31000: Risk Management – Principles and Guidelines, the Banks Act, and the King IV^TM Report, and the alignment thereof with Group strategy;
   • The implementation of the risk management Policy and Plan through the Group’s risk management systems and processes, and the coordination of activities with other relevant Board Committees, in order that there is no duplication in reporting to the Boards on the effectiveness of the Policy and Plan;
   • The functions and reporting of the Asset, Liability, and Investment Committee (ALCo), as well as all aspects of the Group’s Asset and Liability management, as reported on by the ALCo;
3. The Committee shall review:
   • Risk appetite and tolerance levels, and monitor of adherence to the various limits established, and report any breaches to the Boards;
   • Risks within the Group, including top risks and risks addressed by other Board Committees, as well as risk management assessments (and ratings), and management’s response thereto;
   • Significant risk events, their quantification, reporting and management’s response thereto;
   • The Internal Capital Adequacy Assessment Process (ICAAP) annually, or more frequently, as required;
   • The Internal Liquidity Adequacy Assessment Process (ILAAP) annually, or more frequently, as required;
   • The Group Recovery Plan annually;
   • Basel Pillar 3 reports quarterly and annually.
4. The Committee shall review and advise the Board on ad hoc risk assessments in relation to, inter alia, corporate actions and other once off events.
5. The Committee shall make appropriate recommendations for the consideration and, where appropriate, the approval of the Boards regarding the Group's capital structure through:
   1. the assessment and quantification, on at least a quarterly basis, of the Group’s existing and future overall capital adequacy in relation to its risk profile, Regulatory limits and risk tolerance levels (risk appetite); and
   2. the capital position of the Group is managed and optimised, through best practice capital and Balance sheet management processes, considering potential sources of capital and future growth plans, and within the required Regulatory and internal limits.

Human Resources and Remuneration Committee

It is the responsibility of the Human Resources and Remuneration Committee to ensure that

• Review the effectiveness of the implementation of the remuneration policy so as to establish whether the Board’s set objectives are being met and to make recommendations to the Boards on the remuneration policy and the implementation thereof, whereafter the remuneration policy and the remuneration implementation report will be put to a non-binding advisory vote at the annual general meeting of shareholders;
• Ensure the remuneration policy is market-related, cost-effective, designed to attract, motivate, reward and retain human capital and to promote an ethical culture and responsible corporate citizenship;
• Ensure appropriate levels of monitoring and compliance by liaising with other board committees, including the Group Risk and Capital Management committee, the Group Audit and Compliance committee and the Social and Ethics committee, on remuneration affairs in the broader context of risk, disclosure and social responsibility matters;
• Determine any criteria necessary to measure the performance of executive directors, prescribed officers and senior executives in discharging their functions and responsibilities, in collaboration with the Chairs of the respective Sasfin Group committees, as well as performance measures for overall employee remuneration in the Sasfin Group. The Committee will aim to give the executive directors, prescribed officers and senior executives every encouragement to enhance Sasfin’s performance and to ensure that they are fairly, but responsibly, rewarded for their individual contributions and performance;
• Review (at least annually) the terms and conditions contained in the service agreements’ of the executive directors, prescribed officers and senior executives, taking into account information from comparable companies, where relevant, and other appropriate industry or market trends locally and internationally.
• Review and approve any changes to Group short term incentive schemes (bonuses and Commission arrangements) and long term incentive schemes (share options etc.), with any changes thereto being signed-off by the Group Risk and Capital Management committee prior to being implemented;
• Oversee the preparation and recommendation to the Sasfin Holdings Limited Board of the Remuneration Report, to be included in the integrated report;
• Manage the stakeholder relations with investors and other stakeholders deemed appropriate on remuneration matters at the annual general meeting and throughout the year.

Information Technology Committee

It is the responsibility of the Information Technology Committee to ensure that:

• • Oversee IT governance and monitor the development and compliance with IT strategy, policies and procedures;
  • Monitor and evaluate significant IT investments and expenditure with projected capital costs over R10,000,000 and / or a high risk to the organisation:
  • Approve and monitor IT projects optimising business intelligence as well as IT projects within the Committee’s Board approved levels of authority;
  • Evaluate and approve unbudgeted major capital expenditure over R1,000,000 (as determined from time to time by the Boards’ approved levels of authority);
  • Oversee the governance of IT risk with specific reference to approve and monitor the following:
  • IT risk management framework;
  • Risk management policies and procedures;
  • Risk strategy and plan;
  • Information security strategy and system controls for company information;
  • Disaster recovery plan;
  • Arrangements to provide for business resilience;
  • Monitoring and responding to developments in technology, including the capturing of potential opportunities and the management of disruptive effects on Sasfin and on Sasfin’s business model;
  • The protection of intellectual property built into IT;
  • Management of the performance of, and risks pertaining to, third party and outsourced service providers and management of the risks pertaining to the sourcing of technology;
  • Independent assurance on the effectiveness of internal and outsourced IT controls, IT arrangements and outsourced IT services;
• Ensure that the following IT Governance is in place, is effective, and is recommended to the Board for approval:
  • IT Governance and Internal Control Framework;
  • IT Strategy and Plan;
  • IT Governance Framework;
  • IT Policies and Procedures;
• Information Security Strategy.
• Oversee information and technology management and, in particular, oversee that it results in the following:
  • Integration of people, information, technologies and processes across the Sasfin Group;
  • Integration of information and technology risks into Sasfin’s Group-wide risk management;
  • Proactive monitoring of intelligence to identify and respond to incidents, including cyber attacks and adverse social media events;
  • The assessment of value delivered to Sasfin through significant investments in information and technology, including the evaluation of projects throughout their life cycles and significant operational expenditure;
  • The responsible disposal of obsolete information and technology in a way that has regard to environmental impact and information security;
  • Ethical and responsible use of information and technology;
  • An information architecture that supports, confidentiality, integrity and availability of information as well as the protection of personal information;
  • A technology architecture that enables the achievement of strategic and operational objectives;
• Ensure that all relevant legislation, either current, amending or new legislation, as well as all relevant regulations and guidelines, as amended and issued from time to time, are complied with.
• Ensure that members are fully prepared for Committee meetings, to provide appropriate and constructive input on matters discussed.

Social and Ethics Committee

It is the responsibility of the Social and Ethics Committee to ensure that:

• To monitor the company’s activities, having regard to any relevant legislation, other legal requirements or prevailing codes of best practice, with regard to matters relating to -
  • Social and economic development, including the company’s standing in terms of the goals and purposes of:
    • The 10 principles set out in the United Nations Global Compact Principles;
    • The OECD recommendations regarding corruption;
    • The Employment Equity Act; and
    • The Broad-Based Black Economic Empowerment Act.
  • Good corporate citizenship, including the Company’s –
    • Promotion of equality, prevention of unfair discrimination, and reduction of corruption;
    • Contribution to development of the communities in which its activities are predominantly conducted or within which its products and services are predominately marketed; and
    • Record of sponsorships, donations and charitable giving;
  • The environment, health and public safety, including the impact of their company’s activities and of its products and services;
  • Consumer relationships, including the company’s advertising, public relations and compliance with consumer protection laws; and
  • Labour and employment, including –
    • The company’s standing in terms of the International Labour Organisation Protocol on decent work and working conditions; and
    • The company’s employment relationships and its contribution towards the educational development of its employees;
• To draw matters within its mandate to the attention of the Board as occasion requires, and
• To report, through one of its members, to the shareholders at the company’s annual general meeting on the matters within its mandate.

Other Responsibilities

• • The responsibilities of the Committee shall also be to:
  • Review and approve enterprise development policies;
  • Review and recommend socio-economic development targets;
  • Oversee, monitor, assess and measure Sasfin’s transformation activities by:
    • Providing input and recommending to the Boards on the overall targets for Sasfin, the scorecard component targets and the timing thereof;
    • Approving the appointment of a BBBEE verification agency;
    • Monitoring progress towards achievement of set equity ownership targets;
    • Reviewing succession plans of Black and Black women representation at senior executive and Board level;
    • Approving the Employment Equity plan submitted to the Department of Labour;
    • Monitoring quantitative and qualitative progress towards the achievement of Employment Equity plans;
    • Monitoring, reviewing and recommending skills development initiatives and plans in line with the Skills Development Act; and
    • Reviewing and approving Sasfin’s preferential procurement policy.
    • Review the adequacy and effectiveness of Sasfin’s engagement and interaction with its stakeholders in relation to social and ethics management.
    • Consider substantive national and international regulatory developments as well as practice in the fields of social and ethics management.
    • Review and approve the policy and strategy pertaining to Sasfin’s programme of corporate social investment.
  • Determine clearly articulated ethical standards (Code of Ethics) and ensure that Sasfin takes measures to achieve adherence to these in all aspects of the business, thus achieving a sustainable ethical corporate culture within the Sasfin. The committee will be responsible for monitoring the implementation of the provisions of the Code of Ethics.
  • Review the material risks and liabilities relating to the provisions of the Code of Ethics and ensure that such risks are managed as part of Sasfin’s risk management programme.
  • Review measures to minimise, manage and avoid the likelihood of adverse impact of reputational risk matters, in respect of:
  • Promptly taking action to address customer complaints and regulatory concerns;
  • ensuring Sasfin will not engage in any activity that will put its long-term value at risk;
  • Ensuring Sasfin is an equal opportunity employer that employs skilled and experienced staff in positions with clearly defined roles and responsibilities;
  • Ensuring, within reason, that events which could potentially lead to adverse media coverage are avoided, and
• Ensure Committee members are fully prepared for Committee meetings, to provide appropriate and constructive input on matters discussed.

Our view on corporate governance and meeting the four governance outcomes in King IV, namely an ethical culture, good performance, effective control and legitimacy, have been addressed in the 2019 Integrated Report.  The key applications by Sasfin of the principles contained in King IV, with reference to the practices to demonstrate the application of the individual principles are explained in the table below. It includes page references to the Integrated Report (available at www.sasfin.com > Investor Relations > Results, Reports and Presentations) where further information is available.

Sasfin is committed to the highest standards of ethical, moral and legal business conduct. Ethical business behaviour is the responsibility of every person in Sasfin and forms an integral part of our relationship with our customers, suppliers, shareholders and other stakeholders.

We have a ‘zero tolerance’ approach towards fraud and will investigate every incident thoroughly.

Please report suspected fraud or any unethical behaviour to the dedicated lines below:

• Transactional Banking Queries : 080 23 23 23 6 (lost and stolen cards)
• Whistleblowing Line: 0800 000 902

Sasfin has chosen to outsource the management of the Whistleblowing Line to an independent external service provider.

Anonymous tip-offs can be made as follows:

• Dedicated FreeCall number: 0800 000 902
• Email address: sasfin@tip-offs.com
• FreePost address: KZN 138, Umhlanga Rocks, 4320
• FreeFacsimile: 0800 00 77 88
• Access to the Delloitte Tip-offs Anonymous website: www.tip-offs.com

Fraud Risk Department
Tel: +27 11 531 9215 or +27 11 809 7500 (office hours)
Email address: reportfraud@sasfin.com