KWV is one of the leading wine and spirits producers in South Africa. Its head office is located in Paarl, in the Western Cape region - one of the country's top wine producing regions. The company sources wines and grapes from the best and most sought after viticultural regions in South Africa. KWV is known internationally for brands such as Roodeberg, KWV wines, Laborie, Golden Kaan, Cathedral Cellar, Café Culture, Wild Africa Cream and the KWV 3, 5, 10, 15 and 20 Year Old brandies. KWV is a founder member of the Industry Association for the Responsible Use of Alcohol (ARA).
KWV employees work according to the KWV Way, which states:
We are a commercial business and we focus on quality brands.
We perform and deliver like owners - individually and as teams - beyond expectation.
The KWV Way forms the basis of our value system and performance orientation.
Marcel Golding - Chairman
Fran du Plessis
Laetitia van Dyk
André van der Veen (CEO)
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Albert Eksteen - Director: Legal, risk and quantity
De Bruyn Steenkamp - Core Wine Brands and new product development
Jeff Gradwell - Icon Wine Brands
Daniel Smit - Director: Finance
Peadar Hegarty - Spirits and strategy executive
Anthony Dixon-Seager - National sales executive
The KWV group is committed to the principles of good corporate governance and upholds the highest standards of integrity, accountability and transparency. The group accepts and supports in principle the King Code of Governance Principles (“King III”) and complies with the principles and requirements thereof insofar as considered practicable and applicable.
Board composition and operation
The company maintains a unitary board. The board currently consists of nine directors (one of whom is the chief executive officer) with sufficient non-executive directors independent of management to ensure that shareholder interests (including minority interests) are protected. The size of the board is sufficiently large to ensure the presence of a wide range of skills, knowledge and experience without compromising common purpose, involvement participation and a sense of responsibility amongst the members necessary to meet the company’s strategic objectives.
The board considers all of the circumstances relevant to a director, in determining whether he or she is free from any material interest and any substantial business or other relationship which could, or could reasonably be perceived, to interfere with the director's ability to act in the best interests of the Company. The board reviews the independence of directors annually and is satisfied that, from a practical point of view, there are sufficient directors that do not have significant contractual relationships with the company or group and are free from any business or other relationship that could be seen to materially interfere with their capacity to act in an independent manner. The non-executive directors who are not considered to be independent are nevertheless independent of thought and action and act in the best interests of the company.
The board annually elects a chairman from its own ranks. There is a clearly accepted division of responsibilities between the role of the chairman and that of the chief executive officer.
All directors have access to the advice and services of the company secretary and are entitled to seek independent professional advice at the group’s expense if reasonably required in the execution of their corporate responsibilities.
The KWV board operates under an approved charter which regulates the way in which the board conducts itself and governs the business of the group. The charter is modeled on the principles recommended by King III, where deemed practical and applicable, and incorporates the powers of the board. It provides a clear division of responsibilities and determines the accountability of board members, collectively and individually, to ensure an appropriate balance of power and authority. The board retains full and effective control over the company and directs and supervises the business and affairs of the company, and remains responsible and accountable for the overall success of the approved plans and strategies.
The board meets at least once per quarter, or more frequently if required by circumstances.
Effective risk management forms an integral part of the group’s objective to continuously add value to the group’s business.
The board is ultimately accountable for the process of risk management and the system of internal control and is assisted in its accountability by the Group Audit and Risk Management Committee. The day to day responsibility for risk management, and the design and implementation of the appropriate process to manage risk, resides with management.
The risk management process is designed to ensure that:
During the year the executive management committee regularly evaluates those key risks and related controls which are important to the group as a whole. The key risks and their status are regularly reported to the Group Audit and Risk Management Committee and the board.
The directors are satisfied that the internal control systems implemented and maintained throughout the group are adequate to mitigate the significant identified risks to acceptable levels. These systems are designed to manage and provide reasonable assurance against, rather than eliminate absolutely, the risk of not achieving the group’s stated objectives.
The further development of the risk management process is a dynamic and ongoing one. It is the stated intention of management to continue to develop the necessary processes which will ensure that risk management forms an integral part of everyday tasks and procedures.
The group has a documented and tested disaster recovery plan in respect of its main business application system, SAP. In the event of a disaster resulting in the failure of business systems, the SAP development equipment, situated in a different location, will be used for the live production system. The procedures required for the recovery of SAP systems, as well as infrastructure equipment, are tested regularly.
In respect of other business processes, independent of the main information technology environment, there is a variety of other procedures and continuity plans in place appropriate to the specific business area and associated risks. Business continuity in many of these cases is adequately ensured by the existence of multiple plants or installations (often also spread geographically) which provide sufficient capacity to maintain operations in the event of specific equipment or procedure failure.
The company has board representation in its associate, Paarl Valley Bottling Company (Pty) Ltd, and thereby ensures that satisfactory risk management and internal control procedures are maintained.
The board assumes responsibility for the governance of information technology (“IT”) and has established and implemented an IT charter and policies. IT forms an integral part of the company’s risk management, and the Audit and Risk Management Committee assists the board in carrying out its IT responsibilities, ensuring that IT risks are adequately addressed. The responsibility for the implementation of an IT governance framework is delegated to management and the board monitors and evaluates significant investments and expenditure. IT assets are managed effectively.
The board has established a number of committees to assist in ensuring compliance with its duties and responsibilities but remains ultimately responsible for decisions relating to matters which have been delegated to committees. The membership of the committees and attendance at meetings for the year under review are indicated below per committee. The chief executive officer attends all committee meetings and other directors are free to attend any such meetings at will. Committees may invite experts and members of management to participate in meetings about specific matters. Membership of the respective committees is reviewed by the board on an annual basis.
Group Audit and Risk Management Committee (Audit Committee)
The Audit Committee, which operates under a board approved charter, provides additional focus on financial and risk management issues of material significance to the group but which are not fully addressed by the whole board. The committee is responsible for reviewing, evaluating and making recommendations to the board on the following issues:
The committee meets at least twice per year on predetermined dates but the board or any member thereof, including a member of the committee, the external auditors or the head of the internal audit may request that additional meetings be convened.
The internal audit function is divided into two, namely:
Internal audit performs an independent, objective evaluation and advisory function which adds value and improves the execution of the group’s activities. It assists in achieving the objectives of KWV by following a systematic, disciplined approach to review and improve the effectiveness of risk management, internal control and management processes.
The outsourced audit of the information technology systems and processes is performed according to agreed conditions of appointment and terms of reference. KWV’s internal audit department acts in terms of a documented guideline which has been approved by the Audit Committee. The internal audit program is presented annually at the planning meeting of the committee during which members of the Audit Committee also have the opportunity of directing specific requests or instructions to the internal auditor. The internal auditor reports comprehensively to management on an ongoing basis, with copies directly to the chief executive officer. The internal auditor is required to regularly submit a complete written report of his activities to the Audit Committee. However, the internal auditor retains the authority to submit specific detailed reports to the committee should he deem it necessary. This enables the internal auditor to report wholly independently to the committee any irregularities in which management may possibly be involved.
The group’s external auditors attend all meetings of the Audit Committee and have direct access to the chairman of the committee. The external auditors are required to provide written information to the committee in respect of the following:
Human Resources and Remuneration Committee (Remuneration Committee)
The group’s remuneration philosophy, which serves as a guideline for the remuneration of all directors and staff, focuses on:
The Remuneration Committee, which operates under a board approved charter, comprises a chairman and at least one other non-executive director and meets at least twice per year.
The Remuneration Committee ensures that directors are appropriately remunerated in a manner aimed at aligning the interests of directors with those of shareholders. The committee is responsible for reviewing, evaluating and making recommendations to the board on the following issues:
The group’s remuneration policy in general and in particular for executive management (the executive responsible for human resources acts in an advisory capacity to the committee in this respect and the committee may also consult independent experts if required.)
Non-executive directors are not permitted to participate in the group’s share incentive scheme or to obtain personal loans from the group.
In terms of the new Companies Act, Act 71 of 2008, as amended, the public interest score of the company is of such a magnitude that the establishment of a social and ethics committee is required. The board has appointed such a committee which is chaired by the chairman of the board, and consists of four non-executive directors. The operation and activities of the committee are regulated by its terms of reference approved by the board. The functions of the committee which are contained in its terms of reference are prescribed by regulation, and its main role is to monitor the company’s activities regarding social and economic development, good corporate citizenship, the environment, health and public safety, consumer relations and labour and employment.
In terms of group policy, directors of the company and identified employees in the group are prohibited from dealing in securities of the company during price sensitive periods.
To enable him to properly fulfill his duties, the secretary has been fully empowered by the board and has complete access to people and resources required.
The secretary plays an important role in supporting the chairman and the chief executive officer. He also provides a central source of guidance and advice on business ethics and good governance. Relevant information on new regulations and legislation, that may be relevant to directors, is tabled when necessary.
In accordance with Companies Act requirements, the board records its opinion on the group as a going concern in the annual report.
The board reviews the going concern status of the group at least once per year with reference to, among others, the following:
The facts and assumptions underlying the board’s assessment are documented.
The group complies with the regulations of the Promotion of Access to Information Act (Act No 2 of 2000) which ensures the constitutional right of reasonable access to information required for the exercising or protection of any rights.