Basil Read  
ANNUAL REPORT 2009
Milestones in time
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Corporate governance  
   

Financial statements

The directors are responsible for preparing financial statements which fairly present the state of affairs of the group at the end of each financial period.

The board ensures the consistent use of appropriate accounting policies, supported by reasonable and prudent judgements and estimates.

The board recognises its responsibility for complying with International Financial Reporting Standards (IFRS) and has prepared the financial statements set out in the annual report accordingly.

Auditing

External audit
The primary responsibility of the group’s external auditors is to express an opinion on whether the financial statements are fairly presented. The external auditors were also formally engaged by the board to perform other services on behalf of the group. Fees paid for these services are disclosed in note 9 to the financial statements and include:
  • advice on various tax issues including transfer pricing, VAT and capital gains taxation
  • factual findings reports for tender documentation
  • due diligence investigations on acquisition targets
  • other advisory services on certain acquisition targets.

The external independent auditors have also reviewed the non-financial aspects of this annual report to ensure consistency with their knowledge of the business, particularly those aspects embodied in King II. They do not, however, express an opinion on these aspects.

Unless otherwise stated, the non-financial aspects of this financial report have not been subject to external validation.

Internal audit
The board has established controls and procedures to provide a high standard, but not absolute assurance, on the accuracy and integrity of the group’s financial information.

These controls are designed to safeguard, verify and maintain accountability of the group’s assets and to detect and minimise fraud, liability and loss or unauthorised use. All joint ventures, associates and partnerships are subject to the same risk profile procedure as any other project undertaken by the group.

Grant Thornton is the group’s appointed internal audit service provider to provide a more comprehensive internal audit function and ensure that the controls and procedures in place are adequate and operating as intended.

Through Deloittes, Basil Read runs a round-the-clock dedicated tip-off service where employees can anonymously, and without fear of retribution, report any perceived unethical behaviour. This service has been in operation since 1 August 2008. Each tip-off is investigated and results fed back to the audit/risk committee.

Pilferage and theft on site is an ongoing problem across our industry. To address this, Basil Read has engaged a specialist security company to provide forensic investigation and prosecutorial services when the need arises.

The Basil Read group does not engage in anti-competitive or cartel behaviour, including price-fixing, market sharing or collusive tendering. We fully support the tenets of the Competition Act and the Competition Amendment Bill.

Basil Read endorses the principles on ethical practices and organisational integrity set out in King II, and will do all that is necessary to ensure it operates in line with these principles.

Company secretary and professional advice

The company secretary is appointed by the board with duties that include providing guidance to directors on their duties and ensuring awareness of all relevant legislation and statutory requirements. The company secretary’s statement of compliance is set out here of the financial statements.

The company secretary is suitably qualified and experienced and is responsible for, among others, the duties stipulated in section 268G of the Companies Act and for the certificate to be signed in terms of subsection (d).

All directors have access to the advice and services of the company secretary, who is responsible to the board for ensuring that board procedures are followed.

All directors are entitled to seek independent professional advice about the affairs of the group at the group’s expense.

Going concern

The board of directors confirms that the group has adequate resources to continue to operate for the foreseeable future and will remain a going concern in the year ahead.

Share dealings

Basil Read operates two closed periods from 31 December and 30 June each year until the publication of its year end and interim results, respectively. To ensure that dealings are not carried out at a time when other price-sensitive information may be known, directors and named officers must at all times obtain permission from the chairman before dealing in the shares of the company. Dealings in company shares by directors and named officers are, as required, disclosed to the JSE and published on SENS.

Stakeholders

The directors recognise the importance of strong relationships with all stakeholders whose needs are balanced against the group’s accountability to its shareholders. The group subscribes to a policy of open and timely communication in accordance with the JSE Listings Requirements.

 
 
 
 
       
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