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.

Non-executive directors
Marcel Golding - Chairman
Fran du Plessis
Khutso Mampeule
Neil Ellis
Leatitia van Dyk
Keneilwe Moloko
Mike Joubert
John Copelyn
André van der Veen

Executive director
André van der Veen (acting CEO)

Company secretary
Albert Eksteen

Click on a name to find out more about the person.

Andre van der Veen - (acting CEO)
Werner Swanepoel - Sales and New Business Development Director
Barry Matthews - Human Resources Executive
Louis Barnard - Operation Executive

Albert Eksteen - Group Secretary
Max Modise - Spirits
De Bruyn Steenkamp - Core Wine Brands
Gareth Haarhoff - Innovation
Jeff Gradwell - Icon Wine Brands

Corporate governance codes

The group is committed to the principles of good corporate governance and upholds the highest standards of integrity and ethics. The group accepts and supports in principle the Code of Corporate Practices and Conduct as contained in the 2002 King II report and complies with the principles and requirements thereof insofar as considered practicable and applicable.

Board of directors

Board composition and operation

The company maintains a unitary board. The board consists of a maximum of twelve directors (including the chief executive officer) of whom sufficient number is required to be 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.

Given the nature of the business and operations of the group, the company will appoint persons with expert knowledge and experience of the wine industry on the board. 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 in terms of a policy and is satisfied that, from a practical point of view, there are sufficient directors who 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 board elects a chairman from its own ranks for a period determined by the articles of association. 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 directors assume ultimate accountability and responsibility for the performance and affairs of the group. They provide strategic direction by reviewing and approving the plans and strategies prepared by management and ensuring that they are executed according to the agreed underlying values. By granting such approval the board empowers management to implement the plans and strategies and to provide the board with timeous, accurate and relevant feedback regarding progress.

Board charter

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 modelled on the principles recommended by King II 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.

Risk management and internal control

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:

• all relevant risks are identified and classified, based on their likelihood of occurrence and potential impact on the business; 
• a maximum of ten key risks with the highest rating are reported regularly to the Group Audit and Risk Management Committee and to the board;
• risks and the required processes and controls to manage these risks are assessed in line with the board's risk appetite; and 
• appropriate management information and monitoring processes are in place to manage the exposure to each of the key risks so that, where required, necessary corrective action may be taken.

During the year the executive management committee regularly evaluated 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 manageable 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.

In respect of the company's associates, Paarl Valley Bottling Company (Pty) Ltd, Golden Kaan Ltd and Thierry's Wine Services Ltd, the company has board
representation and thereby ensures that satisfactory risk management and internal control procedures are maintained.

Board committees

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. Other directors, particularly the chief executive officer, as well as experts and members of management are invited to participate in meetings of the board committees about specific matters. The memberships of the committees are reviewed by the board on an annual basis. The committees so established are described below.

Group Audit and Risk Management Committee (Audit Committee)

The Audit Committee consists of a minimum of three directors, the majority of whom are independent non-executive directors. The board chairman and the chief executive officer attend meetings by invitation while the external and internal auditors, together with relevant members of management, also attend meetings by invitation. Directors who are not members of the Audit Committee may attend committee meetings. The internal and external auditors enjoy unrestricted access to the Audit Committee.

The Audit Committee operates in accordance with written terms of reference confirmed by the board, which provides assistance to the board in order to achieve the following:

• The safeguarding of assets
• The operation of adequate systems and control processes 
• The preparation of accurate financial records and reports
• Compliance with appropriate legal requirements and accounting standards

Attendance at meetings held during the year under review was as follows:

In addition to the scheduled meetings shown above, there were other unscheduled meetings held during the year. These meetings were attended by
the appropriate members of the committee.

The Audit Committee 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

• Compliance with local and international * accounting standards, legal and regulatory requirements (including the Companies Act), the JSE regulations (where applicable), the memorandum and articles of association of the company, the group's code of ethics and conduct as well as rules or regulations imposed by the board 
• The group's interim results, annual financial statements, dividend announcements and any other financial information for shareholders or for publication in the media
• Special documents, for example prospectuses and circulars
• Announcements about ethical standards or requirements for the group 
• The company's dividend policy and dividends to be declared
• Appointment and dismissal of external auditors
• Planning and scope of the external audit, the performance  of the external auditors and their fees 
• Appointment or dismissal of the chief internal auditor
• The independence and effectiveness of the internal audit function, particularly in respect of objectively reporting on the operational efficiency of the group's system of internal control and reporting 
• The internal control system implemented by management to ensure that accounting systems and related controls are adequate and operating efficiently 
• Risk management 
• Important findings by internal and external auditors 
• Material issues relating to accounting measurements and disclosure 
• Differences and disputes between management and auditors 
• Significant transactions not in the ordinary course of business
• Special investigations and, if required, making use of expert advice
• Other supervisory functions requested by the board

The committee meet 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.

Internal auditors

The internal audit function is divided into two, namely:

• the specialist information technology audit environment which is outsourced to an independent external auditor that operates independently from the external audit function; and  
• the internal audit department of KWV which is responsible for the rest of the internal audit function.

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 programme 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 auditors. The internal auditors report comprehensively to management on an ongoing basis, with copies directly to the chief executive officer. The internal auditors are required to regularly submit a complete written report of their activities to the Audit Committee. However, the internal auditors retain the authority to submit specific detailed reports to the committee should they deem it necessary. This enables the internal auditors to report wholly independently to the committee any irregularities in which management may possibly be involved.

External auditors:

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:

• Their audit approach, objectives and important risk areas on which the emphasis will be during the audit
• Cooperation with and extent of reliance on internal audit
• Evaluation of the internal control environment and the degree in which it is relied upon

Remuneration and Human Resources Committee (Remuneration Committee)

The group's remuneration philosophy, which serves as a guideline for the remuneration of all directors and staff, focuses on:

• Retaining the services of existing directors and employees
• Fair and market-related remuneration of directors and employees, including short- and long-term incentive remuneration systems
• Avoidance of discrimination
• Recognition and encouragement of exceptional and value-adding performance

The Remuneration Committee comprises a chairman and at least one other non-executive director and meets at least twice per year. The chief executive officer attends committee meetings by invitation to facilitate effective functioning of the committee.

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). 
• Remuneration packages for executive management (The chief executive officer is excluded from and does not participate in discussions or decisions related to his own remuneration.)
• Incentive schemes, including share incentive schemes and plan 
• Annual assessment of the performance of individual directors, excluding the chairman
• Criteria for the performance assessment of directors and executives
• The general level of remuneration of directors and board committee members
• Labour legislation which may be applicable to the group.
• Relevant human resource policies Non-executive directors are not permitted to participate in the group's share incentive scheme or to obtain personal loans from the group.

Empowerment Committee

The group established an Empowerment Committee for the development, monitoring and application of a policy for empowerment in the company. The group recognises the need to unlock its full potential by contributing to the effective participation in the economy by all South Africans. The committee's function is limited to the making of recommendations to the full board of directors.

The committee consists of at least two non-executive directors annually appointed by the board. The function of the committee is to make recommendations to the board regarding the formulation of strategic indicators relating to transformation within the KWV group, the KWV group's alignment and compliance with the objectives and measurements of the Black Economic Empowerment Transformation Charter for the Liquor industry, the establishment and nurturing of a culture of diversity within the KWV group, the determination and revision of the KWV group's employment equity policy, employment equity with specific reference to the retention of skills and the compliance with all transformation requirements prescribed by legislation.

Dealing in securities

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.

Group secretary

To enable him to properly fulfil his duties, the group 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.

Going concern

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 other, the following:

• The current financial position of the group based on the board's deliberations on the annual financial statements
• The following year's strategic business plan and budgets 
• Net available funds and the liquidity thereof

Access to information

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.