Murray & Roberts : 2022 King IV Application Register

KING IV GOVERNANCE PRINCIPLES

APPLICATION BY

MURRAY & ROBERTS FY2022

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Governance Principles 2022

King IV Governance Principles

Leadership, ethics and corporate citizenship

1 The governing body should lead ethically and effectively (Leadership).

MURRAY & ROBERTS King IV

The Board is the highest governing authority in the Group and has ultimate responsibility for corporate governance.

Decisions and actions are guided by ethical principles as set out in the Code of Conduct by ensuring that individual directors:

• Adhere to legal standards of conduct as set out in the Companies Act;
• Exercise their fiduciary duties in the best interest of the Group;
• Disclose real or perceived conflicts to the Board and deal with them accordingly; and
• Deal in securities only in accordance with the policy adopted by the Board.

The Board has a charter setting out its role, powers and responsibilities in terms of the latest governance developments and the requirements for its composition, meeting procedures, work plan and evaluation. Salient features of the charter are published in the annual integrated report.

The Board is responsible for corporate governance and determining the Group's strategic direction. Decisions, deliberations and actions are based on the Group's published Values.

Other references:

ONLINE Sustainability report

	The governing body should govern the ethics of the organisation in a way that supports
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the establishment of an ethical culture (Organisational ethics).

Managing ethics within the Group is an important part of the Board's focus and responsibility. The Code of Conduct approved by the Board is applied across the Group, and to external service providers. The Board also reviews the Group's compliance with laws, rules, codes and standards through the work plan of the social & ethics committee, which ensures that the Group subscribes to ethical business principles supported by policies, standards and procedures. Behaviour is managed and monitored in line with the Code, and instances of unethical behaviour are reported and fully addressed.

Assurance through appropriate audit, review and control process was provided for all perceived high risk compliance matters.

An induction programme is applied to every new employee across the Group and Code of Conduct training is completed regularly.

Other references:

ONLINE Sustainability report

	The governing body should ensure that the organisation is and is seen to be a
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responsible corporate citizen (Responsible corporate citizenship).

The Board provides strategic direction and approves policies and frameworks to ensure that all workplace, societal, economic, financial, social, environmental (including climate change) and ethical issues are addressed by the Group. The Board has established Board committees such as the audit committee; the health, safety & environment committee; the risk management committee; the remuneration & human resources committee; the nomination & governance committee and the social & ethics committee to assist it in discharging its duties, as set out in the approved committee mandates and terms of references.

With the Board's strategic direction, the Group seeks to protect, enhance and invest in the wellbeing of the economy, society and the environment. The social & ethics committee ensures that the Group formulates collaborative responses to sustainability challenges.

The Board ensures that the business strategy and decision-making include a broader, integrated consideration of environmental (including climate change), social and governance impacts. Progress on ESG matters is included in the annual integrated report, as well as the sustainability report. Full disclosure is made of all the arrangements, areas of focus, measures and monitoring, and planned areas of future focus that make the Group a responsible corporate citizen.

Other references:

ONLINE Sustainability report

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IV Governance Principles 2022

Strategy performance and reporting

4	The governing body should appreciate that the organisation's core purpose, its risks and
opportunities, strategy, business model, performance and sustainable development are

all inseparable elements of the value creation process (Strategy and performance).

MURRAY & ROBERTS King

The Group's strategic focus is firmly directed at primarily delivering services in the global natural resources market sectors of metals & minerals, energy, resources & infrastructure and power, industrial & water. The Board approves the strategy and oversees its implementation, including the operational plans and budgets, as well as the Group's performance.

The Board ensures appropriate alignment between strategy and the purpose and mandate of the Group and delegates to executive management the responsibility to implement and execute the strategy, including its underpinning policies and operational plans. The Board appreciates that strategy, risk, performance, sustainability and going concern are inseparable and this is evident in the annual integrated report. The Board exercises full oversight over the implementation of the strategy, policies and operational plans by executive management against agreed performance targets and measures.

Other references:

ONLINE Risk report

ONLINE Sustainability report

5	The governing body should ensure that reports issued by the organisation enable
stakeholders to make informed assessments of the organisation's performance, and its

short, medium and long-term prospects (Reporting).

The Board, assisted by the audit committee, assumes responsibility for the annual integrated report and ensures that the report is relevant and reliable, and represents the performance of the Group, both as to the financial and the non-financial aspects of the Group's performance.

The annual integrated report includes the Group's summary of financial statements and commentary on material issues that affect the Group, its stakeholders and the environment and is widely and appropriately published annually.

The audit committee appoints an external, independent consultant to obtain assurance in relation to the reporting and disclosure of several material sustainability issues.

Other references:

ONLINE Annualreport integrated

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Governance Principles 2022

Governing structures and delegation

	The governing body should serve as the focal point and custodian of corporate
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	governance in the organisation (Primary role and responsibilities of the governing body).

MURRAY & ROBERTS King IV

The Board has an approved charter setting out its role, powers and responsibilities in terms of the latest governance developments and the requirements for its composition, meeting procedures, work plan and evaluation. Salient features of the charter are published in the annual integrated report.

The Board meets formally four times during the financial year. The Board further meets when necessary outside of the formal meeting cycle to consider matters requiring urgent attention. In addition, directors meet ahead of the scheduled meeting where the Group's budget and business plan is examined in the context of the approved strategy and have full access to any and all executive members of the Group.

Board members are permitted to take independent advice in connection with discharging their duties following an agreed protocol, at the cost of the Group.

Other references:

ONLINE Governance report

7	The governing body should comprise the appropriate balance of knowledge, skills,
experience, diversity, and independence for it to discharge its governance role and

responsibilities objectively and effectively (Composition of the governing body).

COMPOSITION

The majority of Board members are independent non-executive directors. Directors are appointed through a formal process undertaken by the nomination & governance committee, which takes into consideration the knowledge, skills and resources required by members of the Board. The size and diversity of the Board allows for the Board to conduct its business effectively. The chief executive officer and chief financial officer are executive directors of the Board.

The Board acknowledges the importance of diversity and a formal policy was adopted to guide and assist the Board in attaining not only gender and race, but broader diversity at Board level.

NOMINATION, ELECTION AND APPOINTMENT OF MEMBERS TO THE GOVERNING BODY

The nomination & governance committee assists the Board in identifying suitable candidates that addresses the Board's requirements in terms of knowledge, skills and resources. All appointments comply with the requirements of the Companies Act and the company's memorandum of incorporation.

A brief CV for each director standing for election or re-election at the AGM is included in the annual integrated report and referred to in the notice of the AGM. Non-executive directors are formally appointed by the Board, and it is recorded in a formal contract.

A formal induction programme is in place for new directors, which provides them with information on the Group's strategy and operations, and sets out their responsibilities as directors. Continuing development training is available to directors on request.

INDEPENDENCE AND CONFLICTS

The independence of the Board and procedures for ensuring that relevant conflicts of interest are addressed are contained in the Board charter and terms of reference.

Relevant details of the Board are included in the annual integrated report.

CHAIR OF THE GOVERNING BODY

The chairman of the Board is an experienced independent non-executive director, free of conflict at the time of his appointment and was so elected by the Board. The Board assesses the independence of the chairman upon appointment. The chairman has no executive function or responsibility.

Other references:

ONLINE Governance report

4 Governing structures and delegation continued

Governance Principles 2022

8	The governing body should ensure that its arrangements for delegation within its own
structures promote independent judgement, and assist with balance of power and the

effective discharge of its duties (Committees of the governing body).

MURRAY & ROBERTS King IV

GENERAL

The following committees are in place:

• Audit committee;
• Remuneration & human resources committee;
• Nomination & governance committee;
• Risk management committee;
• Health, safety & environment committee; and
• Social & ethics committee.

Each committee has a formal terms of reference that sets out its role, powers and responsibilities. The committee chairperson reports back to the Board after meetings on key issues covered at the meeting.

Each committee undertakes a committee assessment on a regular basis and a committee report, including key areas of focus during the reporting period, is included in the annual integrated report.

AUDIT COMMITTEE

An effective and independent audit committee is in place and comprises of independent non-executive directors, as required in terms of the Companies Act. The terms of reference of the audit committee sets out all the statutory functions, roles, powers, responsibilities and membership of the committee.

An internal audit charter, reviewed by the audit committee and approved by the Board, formally defines the purpose, authority and responsibility of internal audit. The charter gives the chief audit executive, who reports administratively to the group commercial director, direct and unrestricted access to the chief executive officer, chief financial officer, chairman of the audit committee and chairman of the Board. The chief audit executive has unfettered access to Board and committee minutes and submissions, and the Group risk register.

NOMINATION & GOVERNANCE COMMITTEE

The nomination & governance committee is authorised to assist and guide the Board to ensure that:

• The structure, size, composition and effectiveness of the Board and Board committees are regularly reviewed and maintained at levels which are considered appropriate, particularly in the context of the Group's strategy as agreed by the Board from time to time;
• Directors are appointed and continuation of tenure is determined through a formal process;
• An induction and continuing professional training and development of directors takes place; and
• Consider the extent to which the corporate governance framework of the Company is appropriate and effective, in view of any developments in the Group, its business environment, new corporate governance requirements and shall make recommendations to the Board.

RISK MANAGEMENT COMMITTEE

The role of the risk management committee is to assist the Board to ensure that:

• The Company has designed, implemented and monitors an effective Integrated Assurance Policy and Risk Management Standard for risk management, with appropriate organisational structures, processes and systems, that will enhance the Group's ability to achieve its strategic objectives;
• Significant risk exposures are clearly identified and understood, and that mitigation responses effectively and efficiently promote stakeholder interests;
• The risk control systems are adequate and effective; and
• Disclosure regarding risk is comprehensive, timely and relevant.

REMUNERATION & HUMAN RESOURCES COMMITTEE

The remuneration & human resources committee is authorised to review and ensure the application of a Group remuneration philosophy, which is aligned to the approved Group strategy, and the purpose of which is to attract, retain, motivate and reward directors, senior executives and employees by the payment of fair, responsible, competitive and appropriately structured remuneration.

The remuneration & human resources committee assists the Board to ensure that the disclosure of Director and Prescribed Officer remuneration is accurate, complete and transparent.

A committee report is included in the annual integrated report.

SOCIAL & ETHICS COMMITTEE

The social & ethics committee assists and guides the Board to fulfil its responsibilities in respect of the following:

• Adopting the necessary policy, strategy and structure to manage social and ethical issues;
• Providing leadership and guidance to the Board on social and ethical issues; and
• Ensuring effective and adequate policies, standards and procedures are in place to manage social and ethical risks.

Other references:

	All committee reports are included in
ONLINE
the annual integrated report.