Corporate Governance

Records Management & Corporate Governance (Risk Control)

BOSS Office Projects took cognisance of the report:

The role of records management in corporate governance in South Africa

Authors: Mpho Ngoepe &  Patrick Ngulube


Department of Information Science, University of South Africa, South Africa

School of Interdisciplinary Research and Graduate Studies, University of South Africa, South Africa

To this end BOSS is able to provide our clients with comprehensive guidance and application regarding the correct procedures, methodologies, etc. in protecting their Intellectual Capital in the form of Hard Copy and Electronic Records and to set up ongoing risk controls for the future.

‘Records management is a corporate function that has the potential to support corporate governance if its principles are appropriately implemented. Willis (2005:86) contends that many organisations are primarily focusing on corporate governance, and as a result, ‘records management is an increasingly important preoccupation’

Unfortunately, “Records management is often not regarded as essential for good governance by senior management in either the public or private sector.”

According to clause 35 of the King Report III (IoDSA 2009), information management encompasses:

  • The protection of information (information security).
  • Management of information (information management).
  • The protection of personal information processed by companies (information privacy).
  • The King report III views information contained in records as the most important information assets as they are evidence of business activities. Therefore, there is a requirement in terms of clause 37 for the board to ensure that there are systems in place for the management of records. (n.p.)

BOSS ensures that all of the above are applied when determining the future of your records storage., access and movement.

Boss Office Policy Statement

Corporate Governance and Risk Management

Principles and implementation of corporate governance

The directors of BOSS are committed to effective corporate governance and the need for high ethical standards in conducting the Group’s business.  BOSS  has substantially applied the principles set out in the King Report on Governance for South Africa 2009 (King III) This responsibility includes a strong focus on compliance with the qualitative aspects of corporate governance to ensure implementation matches the needs of the business.

Board of directors

BOSS has a unitary board.  At year end, there was one independent non-executive director and three executive directors.  There are two black directors.  Non-executive directors provide judgement on issues of strategy, performance, resources and standards of conduct based on their range of skills and commercial expertise.  Executive directors propose strategies and implement operational decisions, and execute specific roles and functions in their areas of expertise.  Appointments to the board are made in a formal and transparent manner.

The board believes its members have the expertise and experience to fulfill their obligations to the Company and all its stakeholders.

The board has a defined charter in line with King III which sets out its roles and responsibilities, namely, to:

  • Provide effective leadership based on an ethical foundation.
  • Ensure that the Company is, and is seen to be, a responsible corporate citizen, not only in the financial aspects of its business, but also the impact operations have on the environment and the society in which it operates.
  • Exercise leadership and ensure that all deliberations, decisions and actions are based on the four values underpinning good governance – responsibility, accountability, fairness and transparency.
  • Build and sustain an ethical corporate culture and ensure the Company’s ethics are managed effectively.
  • Be the custodian of the Group’s corporate governance and be responsible for ensuring it complies with all relevant laws and codes of best governance practices and considers adherence to other non-binding rules, codes and standards.
  • Facilitate the establishment of mechanisms and processes that support stakeholders in constructive engagement with the Company.
  • Be accountable for the performance and affairs of the Company, appreciating that strategy, risk, performance and sustainability are inseparable.  The board provides strategic direction by proposing, discussing and questioning, while evaluating and approving plans and strategies based on BOSS ’s values and objectives and stakeholder interests and expectations.
  • Empower management to provide timely, accurate and relevant feedback on progress with approved operational and investment plans and strategies.
  • Be responsible for risk management and monitoring with assistance from the audit and risk committee.
  • Prepare and approve the Company’s annual integrated report, ensuring it conveys adequate information on the Company’s financial and sustainability performance, focusing on substance over form.

Annual strategic review meetings enable comprehensive objectives to be developed for the Group, its business units, executives and senior management. Once the board has approved the strategy, it oversees and monitors the progress of the business at quarterly board meetings, with additional meetings held as required.

As part of the governance structure, the board also approved a directors’ code of conduct, directors’ expenses policy and a policy for dealing with price-sensitive information.

Board and committee members are supplied with comprehensive information to discharge their duties effectively.

The board approved a risk management framework that includes a risk management policy and plan.

Accountability, audit and risk management

External audit

The external auditors are responsible for reporting on whether the financial statements are fairly presented in terms of International Financial Reporting Standards and the Companies Act.  The external auditors offer reasonable, but not absolute, assurance on the accuracy of financial disclosures.  The preparation of all financial statements is the responsibility of the board.

Financial and operational risks and controls

Risk governance operates within a defined structure approved by the board and monitored by the audit and risk committee.  The objectives are to identify the level of risk appropriate to the Group, taking into account the need to increase shareholder value through an entrepreneurial culture and ensuring the Group achieves its objectives.  Risk identification includes both actual and potential risks.  The potential impact of key risks is measured against a broad set of assumptions.

Directors’ responsibility

The directors acknowledge their responsibility for the adequacy of accounting records, effectiveness of risk management and the internal control environment, appropriateness of accounting policies, and the bases of estimates and provisions.  The directors also acknowledge their responsibility for preparing the annual financial statements, adhering to appropriate accounting standards, and preparing related information that fairly presents the state of affairs and the results of the Company and of the Group.

Going concern

The directors confirm they are satisfied that the Company and the Group have adequate financial resources to continue in business for the foreseeable future.  Accordingly, the annual financial statements have been prepared on the going-concern basis.

Business ethics and code of conduct

The Group complies with applicable laws and regulations.  Dealings with stakeholders are based on integrity and ethics.  BOSS conducts its business through fair practices, and trades with suppliers who subscribe to similar ethical standards. The Company’s code of conduct, is incorporated into the group human resources manual and communicated within the Group and with external parties.

The directors’ code of conduct is in line with the recommendations of King III.  It covers a wide range of business practices and procedures.  It does not endeavour to cover every issue that may arise, but sets out basic principles to guide directors of the Company and its subsidiaries to deal with ethical issues, to advise on channels to report possible unethical conduct and to foster a culture of honesty and accountability.