Corporate governance model
The group’s corporate governance structures are aligned to the principles of the King Code of Governance Principles (King III).
Governance structures and processes are reviewed from time to time to accommodate regulatory, strategic and organisational changes, as well as international developments.
* A comprehensive corporate governance review is contained in the integrated annual report, including the role and membership of the social, ethics and sustainability committee, which oversees the sustainability performance of the business.
OPERATING CONTEXT and STRATEGY
Imperial’s businesses operate in diverse geographies, industries and markets with different socio-economic, political, regulatory and technological profiles. The complex interplay of opportunities and threats within these environments must be closely monitored and addressed with strategies that ensure robust competitive positions.
Formal and informal scanning of the environment is an everyday executive responsibility, and the Imperial board is regularly apprised of developments that could have a bearing on the performance and sustainability of the group. Similarly, executive management responds tactically to everyday shifts in the operating context and defines annually, for board approval, the strategies necessary to remain competitive and create focused value for stakeholders over the long term.
Imperial subscribes to the principles of good governance as defined by King III, and complies with all relevant laws and regulations.
Ultimate responsibility for governance rests with the Imperial board, which comprises a majority of independent non-executive directors, and its sub-committees, which are constituted with the requisite expertise and experience.
Authority, responsibility and accountability for the group’s ethics, performance and sustainability is held at board level, which the board formally delegates to the CEO and in turn to his direct reports and sequentially throughout the organisation. The diversity of Imperial’s operations necessitates differences in the nature, structure and processes of delegation, excepting financial expenditure for which authority limits are consistent across the group.
The leaders of Imperial are mindful that entrepreneurial creativity and responsiveness is a competitive advantage and every effort is made to integrate governance processes in the least bureaucratic way possible. In accordance with guidance issued by the JSE, the group applied the 75 key principles in chapter 2 of King III. The board is continually assessing its governance practices and procedures against King III and makes adjustments where necessary.View the register of the group’s application of King III.