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The board’s commitment to ethical practices sets the tone for the company’s ethical conduct. Sun International’s anonymous tip-offs ethics hotline is managed by Deloitte.

Sun International identified three pillars for SED support: education, sports, and arts and culture, with an emphasis on education. These pillars align with the company’s vision of creating shared value for surrounding communities. Additionally, Sun International is committed to supplier development and upliftment through itsbusiness development support programme.

The spend in the SED and E&SD areas exceeded the mandated targets. This is evidence of Sun International’s commitment to the projects it endorses, thereby demonstrating its upliftment of communities and contribution towards transformation and economic growth.

Sun International’s strategy is discussed before the start of the financial year, following which an executive conference is held where senior and executive management are advised on the group’s performance over the past year and the strategy for the upcoming year. The strategy implementation is included in the key performance areas for executives to ensure the effective execution of the group’s objectives, and their individual performance is measured against the achievement of the company’s objectives. Bonuses are linked to the execution and delivery of group performance to ensure that the correct behaviour is driven group-wide, ultimately creating value for all stakeholders.

Strategy sessions are held by the executive committee throughout the year at the units during July/September and by the full board during November.

The regular tabling of reports at the various committee meetings ensures the board is aware of all developments across the group and can track progress against established targets in the short, medium and long term. Each committee chairperson provides feedback to the board. The chairman of the social and ethics committee reports back to shareholders at each annual general meeting. This bottom-up approach is vital.

The integrated annual report provides details on the operations and performance of the company over the past year and allows stakeholders to assess and gauge how value is created. This report sets out the group’s highlights, challenges and future focus areas to provide stakeholders with a realistic view of the company.

The board charter sets out the board’s expectations in relation to its duties towards the group, including in Nigeria and Latam. With various directors sitting on the different committees, there is first-hand oversight on the group’s activities. The external advice protocol allows the board to understand what process to follow regarding obtaining external advice, and ensures the board obtains the necessary advice and expertise in the execution of and delivery of the group’s objectives. Though the board remains ultimately responsible, the committees provide focused attention on areas to ensure initiatives and projects are properly assessed and implemented. The company secretary is pivotal in ensuring good corporate governance.

The board is comfortable that it has fulfilled its responsibilities in accordance with its charter and is satisfied with the strategic direction set for the group. It appropriately manages its duty as custodian of corporate governance.

The board embraces diversity by improving gender, race, age and skills representation. With the variety of board member qualifications, there is further assurance that the business is considered from different perspectives to provide a holistic review of the group’s strategy. A brief CV of each director is available. The board-approved diversity policy incorporates gender, race, age and skills diversity as required by the JSE Listings Requirements. Members of committees are carefully selected, having regard to race, gender, age and skills and experience, and the provisions of the Companies Act, the JSE Listings Requirements and good corporate governance practices.

The independence of directors is monitored in accordance with the JSE Listings Requirements. We believe that the board has the appropriate mix of knowledge, skills and experience, diversity and independence. The company secretary and chief financial officer are evaluated annually in terms of their skills, experience and expertise.

The remuneration committee conducts annual evaluations of each executive director and prescribed officer.

The committees are pertinent to overseeing the group’s business and its core operations. The non-executive directors are included across the various committees, with many sitting on more than one committee to ensure that there is effective collaboration across the committees and an integrated approach is adopted in relation to the execution and evaluation of all strategic projects and plans. The committees regularly provide feedback to the board, which facilitates the execution of its responsibilities. The independent directors provide an objective assessment of the company’s projects, plans and initiatives.

The composition of the board committees contribute to effective collaboration, balanced distribution of power and the board’s effectiveness in fulfilling its duties.

There is a clearly defined delegation of authority matrix for all executives and senior managers of the group.

The evaluations assess individual and committee performance against the specific terms of reference, the board charter and best governance practices. The nomination committee annually considers the competence of the company secretary and the audit committee annually considers the competence of the chief financial officer. Asrecorded in the annual financial statements, the chief financial officer and the company secretary were declared competent and have the necessary expertise and experiences to carry out their functions and duties on behalf of the company. Bonuses and remuneration of the executive directors are linked to their performance reviews.

Sun International is cognisant that the performance of the board, statutory and board committees is essential considering the increased focus on accountability, transparency and adding value.

The nomination committee has the experience and skills required to ensure a balanced constitution of the board and is most suitably placed to evaluate the executive team’s performance. The chief executive’s delegation of authority to the executive committee ensures the delivery and implementation of the company’s strategy. The executive management team includes the property general managers of key units, to improve decision-making and enhance alignment with the group strategy. In 2019, the central office operating structure was revised to ensure a more efficient way of working together and serving the units. This revised structure includes a chief operating officer: gaming and a chief operations officer: hospitality.

The nomination committee evaluates the board and company secretary. The chief executive evaluates other executives and prescribed officers. The remuneration committee evaluates the performance of executive directors and prescribed officers for TCOE and STIs. The audit committee reviews the chief financial officer and the director internal audit.

The board is comfortable and satisfied that the delegation of authority framework provides for effective exercise of authority and responsibilities.

An evaluation of risks group-wide ensure all risks and opportunities are identified and ranked, which informs the group’s material matters and strategy. The risk methodology ensures each executive is assigned responsibility for a specific area and that risks are managed and mitigated.

The main three key risks identified in 2019:

• smoking legislation (South Africa and Latam)
• weak economic conditions
• erosion of market share due to EBTs and LPMs in catchment areas.

Through the IT governance sub-committee, operations report to the board, which ensures significant information and technology risks are identified with the mitigating controls. Effective controls are in place to address and mitigate any potential cyber threats, and an e-learning portal facilitates IT e-learning. Projects involving various areas of the business are monitored and overseen by the IT governance subcommittee. Progress is reported to the risk committee to ensure an integrated approach to monitoring and assessing IT risks within the business.

The compliance function ensures all aspects of the business are covered. By monitoring policy access and review, the group ensures that employees keep abreast with latest developments and can address any evident gaps. The central policy portal prompts employees on any policy updates.

There were no material or repeated regulatory penalties, fines, censures or compliance orders for the year under review.

The remuneration policy is reviewed annually to ensure that Sun International attracts top talent and returns value to shareholders in a fair, transparent and balanced manner.

Remuneration is linked to performance to ensure executives and employees are motivated to achieve the company’s strategic objectives and goals, and that their interests are aligned with those of shareholders.

Sun International engages with its shareholders around its remuneration policy and procedures, which are disclosed in the 2019 remuneration policy and report. This remuneration policy and report was approved by the board in March 2019 and by shareholders at the AGM on 14 May 2019. Thereafter, Sun Dreams adopted a remuneration policy that is closely aligned to Sun International’s policy taking into consideration relevant country-specific legislation and market conditions.

The company follows a combined assurance model to ensure objectivity of all information provided to stakeholders. The board and its committees consist of persons from varied backgrounds with diverse skills and experience to ensure risks and opportunities are considered from various perspectives.

Regular stakeholder engagement ensures the board is advised of all material matters that may impact the company. The group’s revised community stakeholder engagement ensures all community engagement and interventions align with the group’s sustainability strategy and, more broadly, with provincial and national growth and development plans. Specific executives are tasked with stakeholder engagement according to their executive responsibilities. A group SED specialist is responsible for targeted community engagement.

Sun International does not subscribe to the shareholder-exclusive model but rather the stakeholder-inclusive model.