Governance

Our commitment to embedding good corporate governance throughout the organisation has been redoubled by our firsthand experiences during the year under review. We recognise unequivocally that accountability and transparency are fundamental to investor trust and commercial sustainability. In this report, we outline our corporate governance structures and processes to give a clear and transparent view of how the organisation is run, and by whom, along with the responsibilities and principles that guide us and inform our decision-making processes.

The board of directors endorses, and remains committed to, the recommendations of the King Code of Corporate Governance Principles for South Africa (King III); the dictates of the Companies Act No 71 of 2008; and the JSE Listing requirements. The board takes the necessary steps to ensure that these recommendations and requirements are applied in a practical manner across the group.

As an expression of this commitment, we have undertaken the King III self-assessment of our current governance practices and behaviours and this Register is available for download as a PDF document in this section.

The board has also adopted a code of conduct (available for download as a PDF document in this section), which describes a clear set of values, policies and procedures that apply to all employees and governs the way in which we operate as a group. The code of conduct is also regularly reviewed and, if necessary, updated by the board.

In addition to the detailed information provided in this report, further information regarding our corporate governance can be found in the Governance sections of our annual integrated reports, including the reports of the Chairman and the Lead independent non-executive director.

JSE SRI Index certification The SRI Index helps investors identify organisations that qualify as ‘good corporate citizens’. The assessment process includes a rigorous evaluation of the structures, strategies, policies and performance of an organisation. WBHO retained its SRI Index certificate in November 2012 (our certificate is available for download as a PDF document in this section).

The Board of directors For the period of 01 July to 22 February 2013, the board of Wilson Bayly Holmes-Ovcon Limited (WBHO) consisted of nine directors, five of whom were non-executive. Of the non-executive directors, four are independent. The Chairman of the board is an executive of the company; hence, we have appointed a Lead independent non-executive director, Nomgando Matyumza. Following the resignation of non-executive director, Mr Malcolm McCulloch, in February 2013, the nomination committee has been tasked with filling the vacancy on the board.

The board has also adopted a charter to guide its effective functioning. The charter describes its role, responsibilities, powers, and the requirements for its composition and meeting procedures (available for download as a PDF document in this section).

Attendance The board is directly involved in setting the strategic plans of the organisation and members met four times during the reporting period. (Full details of attendance at board and management committee meetings during the financial year ended 30 June 2013 are available for download as a PDF document in this section.)

Conflicts of interest Potential conflicts of interest are discussed during meetings of the board and, if applicable, these conflicts are disclosed appropriately, as prescribed by the Companies Act and the JSE Listings Requirements.

Dealing in securities In accordance with the JSE Listings Requirements, WBHO adopted a code of conduct for dealing in its securities. Directors and all members of senior management who are privy to the results of the group are prohibited from dealing in the securities of the group during a closed period, as defined in the share dealing policy of the company, established in compliance with the JSE Listings Requirements. Directors and senior management are obliged to inform the Chairman and obtain his consent before dealing in the shares of the group. Our Company Secretary records these dealings.

Information, induction and professional development All newly-appointed directors receive formal and informal training related to the group and their duties as directors as part of their induction to the board.

Directors are provided with ongoing support and resources that allow them to extend and refresh their skills and knowledge of the business. The board is also provided with

information on any change in legislation or regulations and is briefed on market development.

Rotation of directors One third of the board retires in rotation, at which time they indicate whether they are available for re-election at the annual general meeting. For further information, see the charter of the board of directors (available for download as a PDF document in this section).

Identifying and interacting with key stakeholders The board identifies its key stakeholders as those on whom our group may impact and who may impact on the group. Board members maintain a proactive dialogue with key stakeholders — who include: shareholders; clients; suppliers; employees; investment analysts; regulatory authorities; the JSE Ltd; and the media — through the following mechanisms:

• statutory publication and formal presentations of our annual results; • briefing sessions with major institutional shareholders after the release of our

results; • hosting investor and analyst sessions; • distributing information through the SENS communication system of the JSE; • media releases; • our Chairman, CEO and CFO are available for interviews with members of the media

and to answer questions from stakeholders; • our comprehensive website (www.wbho.co.za) provides up-to-date information to

all interested parties; and • our Annual General Meeting (AGM) provides our shareholders and our board with

an opportunity to interact.

For more information regarding WBHO stakeholders in general and their principle concerns, see the Stakeholders sections in our annual integrated reports.

Profiles of the board of directors Michael (Mike) Stanley Wylie (63)

Pr Eng, BSc (Eng), BCom (Hons)

Chairman

Mike joined WBHO three years after graduating from the University of Cape Town in 1975. He was appointed managing director of the building and civil engineering division in 1988 and assumed the role of joint CEO and chairman in 2002.

Elia Louw (Louwtjie) Nel (52)

BSc (Eng)

CEO

Louwtjie joined WBHO in 1987, after graduating from RAU with a BSc in Civil Engineering and completing his national service. He was appointed as managing director of the Building and civil engineering division in 2002 and then as group CEO and to the board in 2008.

Charles Victor Henwood (49)

BCom, BCompt (Hons), CA(SA)

CFO

Charles started his career at Deloitte, after graduating from the University of South Africa in 1986. He joined Murray & Roberts as a financial manager and enjoyed a number of directorships during his time there. Charles joined WBHO in June 2010 as the financial director of WBHO Construction (Pty) Limited. He was appointed as group CFO and to the board of Wilson Bayly Holmes-Ovcon Limited in 2011.

James Matingi Ngobeni** (61)

BA (Hons) Geography, MCRP

Independent non-executive director

James obtained his masters degree in city and regional planning from the University of Cape Town and a diploma/certificate in housing finance at Harvard University, Massachusetts (USA).

He is currently managing director of Matingi and Associates, a town planning, transport planning and project and construction management company, where he is responsible for the co-ordination and management of finance and operations.

James is currently on the boards of MAMOET Southern Africa (Pty) Limited, Rand Airport (Germiston), Matingi & Associates CC, Ilembe Consortium.

Nonhlanhla Sylvia Mjoli-Mncube** (54)

BA, MCRP

Independent non-executive director

Nonhlanhla obtained a BA from the University of Fort Hare, an MSc in urban and regional planning from the University of Cape Town and a certificate in technology from Warwick University (UK). In addition, she is a SPURS (Special Programme in Urban and Regional Studies) fellow from MIT (Massachusetts Institute of Technology) (USA) and also holds a senior executive programme certificate from Harvard (USA).

She has extensive experience in housing finance, development, leadership, construction and government. She has worked as a Presidential economic advisor, as well as an Executive and chairman in the private and NGO sector. She sits on several listed company boards.

Savannah Nonhlanhla Maziya** (44)

BA, (Hons), MBA

Independent non-executive director

Savannah is the group CEO of Bunengi Holdings, a company with mining, infrastructure, healthcare and agricultural divisions. She previously occupied the position of CEO of African Broadcast Network (a large TV network in Africa with over 120 million viewers). Savannah works all over the African continent.

Nomgando Nomalungelo Angelina Matyumza** (50)

BCom, BCompt (Hons), CA(SA), LLB

Lead independent director

Rev. Nomgando Matyumza is an ordained Minister of the African Methodist Episcopal Church and Pastor of Umlazi in the Natal Conference. Nomgando qualified in 1993 as a chartered accountant and obtained an LLB degree from the University of Natal.

She is currently serving on the boards of Cadiz Limited, Hulamin Limited, Ithala Development Finance Corporation and KZN Growth Fund Managers.

Jacobus (Kobie) Petrus Botha (61)

PR Eng BSc Eng

Executive director

Kobie graduated from the University of Pretoria and joined WBHO in 1981, after working for Government and both consultants and contractors. He worked on various contracts within the roads and earthworks division and was appointed as a director in 1987. In 2001, he was appointed as group managing director of the road and earthworks division. In 2009, he was

appointed as an executive director to the board of Wilson Bayly Holmes-Ovcon Limited and chairperson of the Operational Risk Committee.

Shereen Vally-Kara (52)

ACIS

Company Secretary

Shereen joined WBHO on 1 June 2007 and was appointed as company secretary to the Wilson Bayly Holmes-Ovcon Limited board on 24 October 2007.

In addition to obtaining a certificate as a chartered secretary in 1994, she has completed the management advancement programme at Wits Business School in 1996 and received a certificate in corporate governance from the University of Johannesburg.

* Non-executive

** Independent non-executive

Board committees While the board retains overall accountability, it delegates the daily running of the group to the CEO and the executive directors. The board also delegates specific responsibilities to a number of committees, such as the audit and risk, nomination, remuneration and social and ethics committees. (Full details regarding attendance at board and committee meetings in the financial year ended 30 June 2013 is available for download as a PDF document in this section.)

Audit and risk committee Our Audit and risk committee has two separate functions (audit and risk). All of the members of the Audit and risk committee are independent non-executive directors. Lead independent non-executive director, Nomgando Matyumza, chairs the committee. The committee meets at least four times a year to discuss audit-related issues and at least twice

a year to discuss risk-related issues. Shareholders appoint the committee members at the annual general meeting.

The CEO, CFO, other senior managers, internal audit manager, chairman of the Operational Risk Committee (ORC), and representatives of our independent external auditors, BDO South Africa, attend committee meetings by invitation.

Role of the committee from an audit perspective In addition to overseeing the governance of the accounting and reporting and internal controls audit function, the committee obtains assurance on the effectiveness of internal controls and the annual financial statements included in the annual integrated reports of the company. Its primary objectives, which are outlined in the Audit committee charter (available for download as a PDF document in this section), are to:

• monitor the adequacy of financial controls and reporting; • review the audit plans of the external and internal auditors and their adherence to

these plans; • review and recommend for adoption by the board any publicly disclosed financial

information; • consider the extent of non-audit services undertaken by the external auditors; • ensure that the financial reporting of the group complies with International Financial

Reporting Standards (IFRS) and the Companies Act of South Africa; • review and make recommendations to the board on all financial matters; and • consider the expertise and experience of the CFO.

The terms of reference of the committee allow for it to hold closed sessions with the internal auditors, the external auditors and management. Both internal and external audit have direct access to the chairman of the committee. The committee meets its statutory requirement to ensure that the external audit function is independent from the company and recommends the external auditor to the shareholders for reappointment at the annual general meeting. It also approves the scope of, and fee for, external audit services and monitors compliance with non-audit services in terms of our non-audit services policy.

Role of the committee from a risk perspective The committee oversees the governance of risks faced by the group. Its primary objectives, which are outlined in the Risk management charter (available for download as a PDF document in this section), are to:

• establish and maintain a common understanding of the risk universe that needs to be addressed if the group is to achieve its objectives;

• ensure that a thorough business risk assessment is undertaken and a risk profile is compiled by management;

• monitor the risk management of the group; and

• satisfy corporate governance reporting requirements.

The committee has identified and ranked the risks faced by WBHO (see the strategic risk report and risk profile section of this report for further information) and developed strategies that will allow the business to benefit from the opportunities presented by some of these risks, as well as mitigating the potentially negative impact of others. We believe that the most appropriate place for the responsibility for risk to reside within the business is with divisional and departmental heads. The committee continues to play a key role in the integration process required to achieve this objective.

Nomination committee The Nomination committee identifies and recommends individuals for board interviews. Members of the committee consider specific skills, board composition requirements and gender when nominating candidates. The Nomination committee has been tasked with finding a suitable replacement candidate for Malcolm McCulloch. For further information about the committee, see the Nomination committee charter (available for download as a PDF document in this section).

Remuneration committee The Remuneration committee (remco) consists of at least two independent non-executive directors. Senior executive management is invited to meetings to provide adequate background to the matters that are debated. Meetings take place biannually when bonuses are awarded and when increases are decided.

The committee is bound by the regulations governing corporate governance and the JSE Limited Listings Requirements and substantially follows the guidelines set by the King Report on Governance for South Africa 2009.

Our subsidiaries in Australia are governed by their own remuneration committee, made up of executive board members, and they follow similar procedures to those conducted in South Africa. The final authorisation of Australian increases and incentives is given after a detailed presentation has been made to the Chairman, CEO and CFO of WBHO.

Responsibilities of the committee The Remuneration committee reports directly to the main board of WBHO and it submits all of its decisions to the board for final ratification.

Its major responsibilities include:

• assisting in the planning and structuring of the remuneration policy;

• determining both executive and non-executive packages, including the mix of pay;

• advising on performance and other incentive-based schemes for both executives and employees;

• involvement in the group retirement funds;

• advising on the determination of the employment contracts for the executive directors of the company and other members of executive management, with appropriate notice periods;

• reviewing and recommending to the board of the company all proposals for executive share-based and other short- and long-term incentive schemes;

• justifying itself as to the accuracy of incentive paid;

• risk-based monitoring of bonus pools and long-term incentives; and

• scrutinising all benefits, including pensions, benefits in kind and other financial arrangements.

Annual decisions the committee is required to make:

• any amendments to the remuneration policy documents;

• the annual total cost to company increases and short-term incentive bonuses, considering:

the financial performance of WBHO and its divisions and subsidiaries (“business units”);

the level of the business units bonus pools created from profits earned;

inflation;

increases in the construction industry;

individual performances; and

factors relating to guaranteed pay.

• guaranteed pay levels of all executives;

• assessing whether or not the prescribed performance criteria have been achieved by the company and for key individuals; and

• allocation of shares specifically for the senior executives in terms of the various group share schemes.

For further details regarding the Remuneration committee, see the Remuneration committee charter (available for download as a PDF document in this section).

Social and ethics committee Formed in 2012, the Social and ethics committee is actively informing and driving this agenda throughout the entire organisation. Chaired by independent non-executive director, Nonhlanhla Mjoli-Mncube, the committee fulfils an oversight role from a compliance perspective within the framework of social and ethics, which includes:

• conforming and supporting legislation and codes of best practice; • ensuring that we do not violate the United Nations Global Compact (UNGC)

principles in terms of labour and human rights; • regularly monitoring environmental and health and safety laws; and • advancing the objectives of empowerment and transformation (which include

preferential procurement, corporate social investment and supporting emerging businesses).

For further details regarding the Social and ethics committee, see the Social and ethics committee charter (available for download as a PDF document in this section).

For an overview of the work carried out by the committee in FY13 and future plans, please see Chairwoman Nonhlanhla Mjoli-Mncube’s Social and ethics committee progress report (available for download as a PDF document in this section).

The Executive committee The Executive Committee (ExCo) assists the CEO in the day-to-day management of the group. It is responsible for all material matters that are not the responsibility of the board. It recommends policies and strategies and monitors and coordinates the implementation of these strategies.

Profiles of members of the Executive committee

Terrence (Terry) Ronald Armstrong (56)

BSc (Eng)

Group Procurement Director

Terry Joined WBHO in 1989 after graduating from the University of the Witwatersrand and spent several years on various contracts. He was appointed as Group Procurement Director in 2005 and he is a member of the board of WBHO Construction (Pty) Ltd.

Paul Joseph Foley (46)

BSc (Eng)

Group Managing Director: Building and civil engineering

Paul joined WBHO in 1989, after graduating from the University of the Witwatersrand. He spent years on civil and building contracts all over the country and in Botswana, which included large shopping centres and office blocks. He was appointed Group Managing Director of Civils and Building in 2008 and appointed to the board of WBHO Construction (Pty) Ltd in 2008.

Edwin (Eddie) Abram Maila (40)

BSc (Eng) (Mining) M.Eng

Director of WBHO

CEO of Edwin Construction (Pty) Ltd (a subsidiary of the group)

Eddie began his career at Iscor at the Sishen Mine in the Northern Cape in 1993. In 1997, he formed Edwin Construction (Pty) Ltd. He has worked with SANRAL, the National Department of Public Works, as well as various departments of road and transport throughout the country. He was appointed to the board of WBHO Construction (Pty) Ltd in 2009.

Fernando Jose Souza Monteiro (58)

BSc (Eng) (Diploma in civil and building)

Contracts Director

Fernando Joined WBHO in 1975, after graduating from the University of Rwanda and spent several years on various building contracts, which included major shopping centres and airports. He was appointed as a Contracts Director in 1983.

Kevin Wayne Reddie (53)

Group Human Resource Divisional Director

Wayne joined WBHO in 2001 as Group Human Resource Director, following the acquisition of Stocks Civil Engineering (Pty) Ltd in 1997, where he had been employed previously.

Wayne brought with him 27 years of HR experience, which he acquired in various companies as an HR manager and director.

Michael (Mike) John Sprott (59)

BSc (Eng)

Divisional Managing Director: Roads and earthworks

Mike joined WBHO in 1981, following the acquisition of Stocks & Stocks (Pty) Ltd. In 2001, he was appointed to the Roads and earthworks divisional board where he was involved in major international contracts in Africa and Australia. In 2005, he was appointed as the managing director of the Roads and earthworks division. Mike is also a director of an Australian subsidiary of the group.

Richard Montague Smith (54)

BSc Eng (Civil)

Divisional Managing Director: Roads and earthworks

Richard was appointed to the board of Edwin Construction (Pty) Ltd in 2004 and, thereafter, joined WBHO in 2008 as the Managing Director of the Roads and earthworks RSA division. He has 30 years of construction experience, during which he has held various senior positions.

Lance Gavin Cohen (41)

BSc Eng (Civil)

Divisional Managing Director: Building

Lance joined WBHO in 1995, after graduating from the University of the Witwatersrand and spent several years on civil and building contracts throughout the country. In 2008, he was appointed as the Managing Director of the Buildings North division and, later, he was appointed as the Managing Director of the Building division.

Derek Stanley Wallace (51)

BSc Eng (Civil)

Divisional Managing Director: Projects

Derek joined WBHO in 1988 as a site engineer. He spent several years on various building contracts, which included major shopping centres and developments. He was appointed as a contracts director in 1996 and then joined the projects division. In 2012, Derek was appointed as the Managing Director of Projects.

Risk WBHO has spent the majority of the year under review rolling out and embedding risk from an operational perspective. In junction with this, the Internal audit department has migrated across to a risk-based audit approach. This process has encouraged management to consider risk (and related opportunities) using a more structured approach. What has been dealt with intuitively in the past is now been tackled logically and systematically, in line with newly implemented procedures. Our intention is to bring our strategic risk profile closer to our operational risk profile, a journey that may take some time.

Risk is inherent in all of our business activities. Our approach to managing risk is to provide a structural means for identifying, prioritising and managing the risks associated with our business activities. Our intention is to embed risk management in a practical way into our business processes and not to impose risk management as an additional requirement.

The board is, ultimately, responsible for risk governance and determines the level of risk tolerance within the organisation. The board reviews the risk profile of the organisation annually. As part of this process, the board relies on the Risk committee, which is part of the Audit committee, and the Internal audit department to review and report on strategic, tactical and operational risks. For further detail regarding our approach to risk management, please see our Risk management charter and policy (available for download as a PDF document in this section).

Strategic risk profile and report The following strategic risks have been reviewed four times since identified in FY12.

Highly Unlikely

Unlikely Possible Likely Almost Certain

Catastrophic

1

Major

8 7 3 10 2

Moderate

4 5 9 6

Minor

Insignificant

Risk Description Profile and rating of risk Response

1 Volatile Rand against a basket of currencies

Taking into consideration the controls and exposure that the company has to the rest of Africa and Australia, it has been agreed that the Residual Risk Rating (RRR) should remain unchanged.

Additional banking lines via HSBC and RMB have been put in place. We continually monitor our exposure on a daily basis and we are always searching for quality financial facilities.

2 Shortage of suitably experienced managers and critically skilled staff

Consensus has been reached that the RRR should remain unchanged. Numerous initiatives have been launched by the company, such as the C4 management training programme, as well as the plant awareness training programme, over and above the following ongoing initiatives that are used to attract and retained skilled, exceptional performers: succession planning; personal mentoring; bursary programme; responsive hiring policies; diversity management, and equal opportunity policies.

Training is fundamental to improving all levels of management, with particular emphasis on middle management. We also look out for good youngsters in the industry to whom we can offer a future.

3 Industrial action The profile of this risk remains unchanged due to the emergence of new unions and the conflict this is causing in the workplace, with resultant industrial action.

We have been experiencing union action since the year end; agreement has been reached with Building Construction And Allied Workers Union (BCAWU), but members of the National Union of Mine Workers (NUM) remain

out on strike. Due to unruly behaviour, we have obtained lockout permission and this has curtailed the violence.

4 Political instability in countries of operation

It was pointed out that South Africa is becoming a concern with regard to this risk; however, the rating of this risk remains the same.

Business confidence, according to the Bureau for Economic Research (BER), is at a low again in SA (42%), on the back of union action in the mining, industrial and construction arenas.

5 Selecting unreliable suppliers and clients

This risk profile remains unchanged.

Our group still has a good reservoir of reliable suppliers and clients and we are always endeavouring to keep our high standards, both from our suppliers and to our clients.

6 Increase in global and local competition

Though competition is still increasing, with particular reference to our operations in the rest of Africa, it was decided to leave the risk profile unchanged.

We still believe that our team has a competitive edge through our experience and loyal, long serving management.

7 Major safety, health, environmental or quality incident occurring

With the continuing shift towards integrated reporting and the increasing importance being placed on human and environmental protection, it was decided to leave the RRR as it is. The present reporting structure is under investigation to ensure correct statistics are reported on.

We addressed this issue at our strategic meeting in August and it was agreed that the commitment level of senior management needed to be raised and displayed ‘by example’ to middle and lower management to create a subsequent ‘spill over’ to all employees.

8 Inability to deliver on current or future growth aspirations

There is a strong relationship between this risk and the shortage of suitably experienced management and, should any key personnel leave, the situation could be exasperated (see related risk 10). As this risk has a considerable impact on the expectations of shareholders, it was decided to continue to classify it as a strategic risk, with the RRR unchanged.

We have a steady, stable, long-serving and experienced team, whose needs we need to satisfy through growth. This we seek to do continually, as set out in the explicit growth targets of WBHO.

9 Non-compliance with laws and regulations

The status of the RRR was not moved as the risk profile is the same as six months ago.

The group has formed the Social and ethics committee in 2012 to address this, together with a focus on uncompetitive behaviour and ensuring all non-executive directors, executive directors and senior management are well aware that this behaviour is not acceptable.

10 Untimely loss of key personnel

The risk remains unchanged, with succession planning being pursued actively.

This risk remains top of mind.

Internal audit department report During FY13, Internal audit has embarked on a quality assurance self-assessment process with the aim of ensuring compliance with the requirements of a level 3 internal department — as defined by the Institute of Internal Auditors (IIA). As part of this process, the first formal WBHO audit plan was presented to, and approved by, the Audit committee.

The Internal audit department has migrated to a risk-based audit methodology, which ensures an independent, objective, systematic and disciplined approach to providing the board with assurance regarding the effectiveness of risk management, control and

governance processes across the organisation. Our internal auditors perform a number of reviews to assess the adequacy and effectiveness of systems of internal control and risk management. Internal audit reports the results of these reviews — together with updates on the corrective action taken by management — to the audit committee and the board.

The internal auditors of WBHO are independent from the activities they audit and, therefore, can perform their duties freely, objectively and without hindrance. The Internal audit department reports to the Audit and risk committee every quarter. The head of the Internal audit department reports to the CEO and has unrestricted access to the chairman of the Audit and risk committee, the chairman of the board and to any company information.

Process Internal audit evaluates risk exposures relating to governance, operations and information systems from the following, interrelated perspectives:

• reliability and integrity of financial and operational information;

• effectiveness and efficiency of operations;

• safeguarding of assets; and

• compliance with laws, regulations and contracts.

Performance An internal review and assessment of internal control functions was carried out during the period under review and these were found acceptable. No major deficiencies in the systems were identified.

The following graph demonstrates the overall level of compliance to policies and procedures since FY08. Contracts and departments must achieve a preset level of compliance with company policies and procedures to pass an audit. In FY13, 73.9% of the contracts audited met or exceeded the threshold set by management.

Although this represents a drop of 5% from FY12, it can be attributed to the change from purely compliance auditing to risk-based auditing. Risk-based auditing has resulted in less time spent on measuring systems and controls that are normally complied with on sites, and spending more time on areas that are known to have a higher risk profile. This change in approach has resulted in a more meaningful audit result.

Remuneration Remuneration for people employed or contracted with WBHO is determined by management with reference to the Remuneration policy and with overview from the Remuneration committee (remco), a committee of the main board (see earlier section of this report regarding committees of the board for further information).

The Remuneration policy (available for download as a PDF document in this section) is aligned to strategy and reviewed regularly. In the current year, remco performed a gap analysis between the Remuneration policy and King III guidelines. This highlighted the requirement for the proposed 2013 WBHO share plan (for further detail regarding the share plan, see the Remuneration policy PDF document). The report takes cognisance of the concerns raised by shareholders in the prior period, but does not disclose certain detail which is consider strategically confidential to WBHO.

Employees at all levels of WBHO are considered to be the most important factor contributing to the success of the group. Our remuneration policy and procedures contribute to our ability to retain all of our competent and experienced staff.

There is a culture that is inherent within the WBHO group that needs to be sustained. It has been part of the group since it began in 1970. It has evolved, and will continue to evolve, with WBHO into the future. The longevity of management and the passing on of skills and experience has allowed us to maintain the important basic attributes of our culture. It is inherent in the ethos of WBHO to retain, motivate and attract highly competent employees and offer them a future career within the group.

Underlying the success of WBHO are policies and procedures that are followed and continually developed, adapted and adopted according to the changing environment. The remuneration committee guides and assists WBHO in the ongoing development of the policies and procedures that support remuneration in WBHO.

Further detail regarding the remuneration and shareholding of the board is reported in our annual integrated reports.

Ethics and corruption Our commitment to ensuring that our ethical standards and practices are never compromised has been redoubled by our firsthand experiences. We unequivocally recognise that accountability and transparency are fundamental to investor trust and commercial sustainability.

Formed in 2012, the Social and ethics committee is actively informing and driving this agenda throughout the entire organisation. Chaired by independent non-executive director, Nonhlanhla Mjoli-Mncube, the committee fulfils an oversight role from a compliance perspective within the framework of social and ethics. (For further details, see the earlier board committees section in this report, the Social and ethics committee charter, and see Chairwoman Nonhlanhla Mjoli-Mncube’s Social and ethics committee progress report (both the charter and the report are available for download as PDF documents in this section).

Supporting services and policies Our commitment to accountability and transparency is further supported by our anonymous fraud hotline, WBHO Alert, and a series of ethics and corruption-related policies, covering areas like gifts and sponsorship, procurement, irregularities, theft and fraud, quality and whistle blowing (see the list of supporting documents available for download in this section for the relevant policies).

Human rights We subscribe to the fundamental principles of human rights enshrined in the South African Constitution and Bill of Rights. Our policies and practices are aligned with these principles and we uphold the rights of all people to be treated with dignity and in a culturally appropriate manner. We advocate the elimination of all forms of forced or compulsory labour and the employment of children younger than 18 years of age. Processes are in place to ensure that any breaches of human rights can be reported and investigated.