COMPLIANCE

The Board has delegated legal and statutory compliance for the Group in South Africa to the Group Legal Manager and Group Company Secretary. Outside of South Africa, these responsibilities are delegated to the CEOs of the applicable businesses.

Areas of focus include the Companies Act, JSE Listings Requirements, JSE Debt Listings Requirements, labour laws, taxation, health and safety regulations, environmental regulations and national and regional laws and statutes in respect of the various businesses and their operations. During the year, the Group companies were not given notice of any material breach of laws or statutes.

The Group’s ongoing focus is on monitoring and assimilating changes to laws and regulations and ensuring that all the Group’s businesses remain compliant. No material or regulatory penalties, sanctions or fines for contraventions of or non-compliance with statutory obligations were imposed on the Group, its directors or appointed officers. The Group did not face any sanction or prosecution for non-compliance with environmental laws.

The directors are responsible for the Group’s system of internal controls. While no system can provide absolute guarantees and protection against material loss, the systems are designed to give the directors reasonable assurance that potential problems can be identified promptly and appropriate remedial action taken.

Conflicts of interest

All Super Group directors and prescribed officers must disclose and declare, at the beginning of each meeting of the Board or its committees, whether they have any conflict of interest in respect of any matter(s) on the agenda.

Any such conflicts are proactively managed in accordance with Section 75(5) of the Companies Act, which stipulates that if a director has a personal financial interest, interests in Group contracts, or knows that a related person has a financial interest, in any matter to be considered by the Board, that director must:

• disclose the interest to the Board; and
• recuse himself/herself and not take any further part in the consideration of that matter.

Super Group maintains a current register of any conflicts of interest and/or personal financial interests. This register and the conflicts of interest policy is available on the Group’s website at https://supergroup.co.za/bondholder-information/

Fraud hotline

Good corporate governance requires companies to implement mechanisms to combat theft, fraud and other unethical practices. Among other initiatives, Super Group’s fraud hotline acts as a tool to combat unethical behaviour and underpins a zero-tolerance approach to crime, corruption and unethical behaviour. The hotline is managed as an independent reporting mechanism in partnership with an experienced external service provider. Whistle-blowers can register tip-offs anonymously via telephone, fax, email or the service provider’s website.

The tip-offs are reported to the Head of Group Audit Services, who reports the detail to the relevant Group executive for investigation and feedback. Where possible, the outcome of the investigation is provided to the whistle-blower and relevant employees. A tip-off register is presented at Audit and Risk Committee meetings. Minor tip-offs were received during the year and, following investigation, no significant issues were identified.

From time to time, internal communication campaigns are undertaken to stimulate awareness of the hotline and reinforce the anonymity and confidentiality aspects of the process.

Insider trading

No director, employee or officer may deal, either directly or indirectly, in the Company’s shares while having knowledge of unpublished price-sensitive information. No director, employee or officer may trade in the Company’s shares during the closed embargo periods determined by the Board in terms of the Group’s formal policy.

Any trading in shares by directors of Super Group and the Group Company Secretary, as well as the directors of major subsidiary companies, must be approved in writing by the Group CEO. Any trading in shares by the Group CEO must be approved in writing by the Chairperson prior to any such trade taking place.

Periods of embargo are from the end of a reporting period to the announcement of financial results and from the date of a cautionary announcement until a terms announcement. A register of directors and officers is available for inspection at the Company’s registered office in Sandton, South Africa.

Anti-bribery and corruption

An anti-bribery and corruption stance is not an optional ethical consideration for Super Group – it is an imperative pillar upon which the ethical culture of the business is built. This stance reinforces compliance with legal and regulatory frameworks, mitigates legal risks and fosters an environment of lawful conduct.

As part of our commitment to fair trading, Super Group awards orders, contracts and commitments to suppliers of goods and services on a sound business basis and does not make decisions based on personal preferences or bias. The Group does not collude with any competitor in respect of the sharing of customer information, fixing of prices or the manipulation of tenders, and does not unfairly differentiate between customers when supplying products or services.