Corporate Governance & Compliance At a Glance
Maiden Cardinal Asset Management Group (Pty) Ltd: Governance Structure
Our Philosophy and Approach to Risk Management Processes involves Identifying, Quantifying, Managing and Mitigating the risks associated with the running of each of our businesses. Risk awareness, control and compliance are embedded in all our day-to-day activities. As fundamental to our values, we have a strong and embedded risk and capital management culture, showcased through our comprehensive Risk & Compliance Charter and Credit Management which covers amongst things but not limited to; Credit Risk Management, Capital Management, LP's Credit Risk Exposure, and the Three Lines of Defense Model which we adopt as a Risk Approach Mechanism.
The Risk and Compliance Committee is constituted as a Committee of the Board of Directors. The duties and responsibilities of the members of the Committee are in addition to those as members of the Board and its deliberations do not reduce the individual and collective responsibilities of Board Members in regard to their fiduciary duties and responsibilities and they must continue to exercise care and judgement in accordance with their statutory obligations.
Its primary function is to assist the Board in fulfilling its responsibilities for governance, compliance and risk management. It implements an adequate and effective system for governance, compliance and risk management that enhances the Group's ability to achieve its strategic objective whilst protecting legitimate stakeholders and ensuring adequate protection for Limited Partners.
The Audit and Risk Committee is constituted as a statutory committee of the Company in respect of the statutory duties in terms of section 94(7) of the Companies Act, 2008 and a Committee of the Board in all other duties assigned to it by the Board. It encourages continuous improvements of and fosters adherence to, the company's policies, procedures and practices at all levels.
The Companies Act 71 of 2008 as amended, section 43 (the "Act") requires that all listed public entities should appoint a social and ethics committee and define the rules governing this body under the guidelines as laid out by this Act. Although Maiden Cardinal is not a listed entity, it prescribes to these governance requirements of these codes to further strengthen its compliances as well as outreach for its underlying entities should they mull into a listed status.
Treasury is an empirical function of Maiden Cardinal and is managed by the treasury department. It is the management of all cash resources and funding requirements of the Company and its subsidiaries and the control of associated risks. The principal objectives are to, safeguard the cash balances by effectively identifying, managing and controlling risk; managing current account balances to ensure funds are available to meet day-to-day working capital requirements; to maximize returns from investments while minimizing risk; to ensure borrowings whether secured or unsecured are at competitive market rates and sustainable by the Company, and to manage relationships with financial institutions and financial consultants.
Risk Management refers to not only in understanding the value of a financial asset at any given time, but more importantly in understanding its sensitivity of its value to rapidly changing market conditions. Monitoring the identification, management and control of treasury management risk is critical to ensure that the objectives of the treasury management policy are met. In respect to the following risks, our policy outlines the arrangements that are in place to ensure that the risks are managed and controlled:
Liquidity Risk and Diagnosis
The Risk that cash will not be available when it is needed thus compromising the Company's objectives.
There is a need to ensure sufficient, but not excessive funds, borrowing arrangements and standby overdraft facilities are available and in place to cover working capital needs.
Counterparty Credit Risk and Diagnosis
The Risk of failure by a counterparty to meet contractual obligations to the Company particularly as a result of a change in the counterparty's creditworthiness.
The security of funds invested is a prime objective. Surplus funds in excess of working capital needs are invested with approved financial counterparties taking into account approved maximum deposit levels and durations.
Market Risk and Diagnosis
The Risk that through adverse market events the value of the principal investments are compromised causing an adverse impact on the Company.
We protect it by carrying out regular policy and investments reviews, through frequent preparations of Treasury Reports.
Interest Rate Risk and Diagnosis
The Risk that fluctuations in the levels of interest rates create an unexpected or unbudgeted impact against the Company.
The effects of the interest rate fluctuations are incorporated in the Company cash flows and considered in the investment profile. We manage our exposure to fluctuations by securing interest rates on borrowings and investments.
Covenant Breach Risk and Diagnosis
The Risk that the Company fails to meet the covenants set in terms of borrowings which leads to default and the withdrawal or requirement to repay credit facilities.
The Company measures its loan covenant compliance through its treasury activities and also reports such compliance to the Risk and Compliance Committee as part of the annual financial statements reporting cycle.
Refinancing Risk and Diagnosis
The Risk that maturing borrowings, capital financing and partnership arrangements can't be refinanced on terms agreeable to the Company.
We ensure that borrowings, capital financing and partnership arrangements are negotiated, structured and documented while the maturity profile of the monies so raised are managed with a view of obtaining offer terms for renewal or refinancing with a minimized security requirement for new debt.
Exchange Rate Risk and Diagnosis
The Risk that fluctuations in exchange rates create an unexpected or unbudgeted impact against the Company. Three risks identified are; translation, transaction and economic risks.
Foreign currency dealings are only entered into for the transaction of normal company business and under no circumstance is it permissible for foreign currency to be used on a speculative basis.
Inflation Risk and Diagnosis
The Risk that fluctuations in inflation rates create an unexpected or unbudgeted impact against the Company.
The impact of inflation on projected cash flows are taken into account.
The basic responsibility of the directors is to exercise their business judgement in order to act in what they believe to be in the best interests of the Company and its shareholders. In discharging that obligation, directors are entitled to rely on the honesty and integrity of the company's senior executives and its outside advisors and auditors.
In furthermore of its responsibilities, the Board of Directors; review, evaluate and approve on a regular basis, long-range plans of the Company; review, evaluate and approve the company's budget and forecast; review, evaluate and approve major resource allocations and capital investments; review the financial and operating results of the company; review, evaluate and approve the overall corporate structure, the assignment of senior management development and succession planning; review, evaluate and approve compensation strategy as it relates to the senior management of the company; adopt, implement and monitor compliances with the company's code of conduct; review periodically the company's objectives and policies relating to social responsibility, and lastly review and assess the effectiveness of the company's policies and practices with respect to risk management and assessment.
The Six Capitals of Integrated Reporting
King IV builds on King III. It has been revised to bring it up to date with international governance codes and best practice; to align it to shifts in the approach to capitalism (towards inclusive, integrated thinking across the six capitals) and to take account of specific corporate governance developments in relation to effective governing bodies, increased compliance requirements, new governance structures (e.g. Social and Ethics Committee), emerging risks and opportunities from new technologies and new reporting and disclosure requirements e.g. Integrated Reporting.
As amended by the Protection of Constitutional Democracy against Terrorist and Related Activities Act, 2004 (Act No. 33 of 2004), the Financial Intelligence Centre Amendment Act, 2008 (Act No. 11 of 2008), the General Intelligence Laws Amendment Act, 2013 (Act No. 11 of 2013), the Financial Intelligence Centre Amendment Act, 2017 (Act No. 1 of 2017) and the Financial Sector Regulation Act, 2017 (Act No. 9 of 2017).
The purpose and intent is to establish a policy that combats money laundering activities and the financing of terrorist and related activities; to impose certain duties on our institution and other persons who might be used for money laundering purposes and the financing of terrorist and related activities; to provide for customer due diligence measures with respect to beneficial ownership and persons in prominent positions; to provide for a risk based approach to client identification and verification; to provide for the implementation of financial sanctions and to administer measures pursuant to resolutions adopted by the Security Council of the United Nations.
The drive towards demonstrating high standards of ethical conduct in business and a commitment toward sustainability and social justice is sufficiently strong in our society. In very simple terms, ESG is an acronym for Environmental, Social and Governance and it is to this that we are committed to integrating ESG principles into our investment process and operating philosophy where these efforts can contribute to value creation as the integration of material ESG factors into our investment decisions and ownership is an important part of fulfilling our fiduciary duty.
Environmental
This element of ESG is concerned with ensuring investments and operations are geared towards increasing sustainability, reducing pollution through promoting renewable and clean energy sources and reducing climate change and the associated risks. Environmental considerations include; Greenhouse Gas Emissions, Air pollution, Waste management including Land and Water impact), Energy management and efficiency, Land use and Climate Risk.
Social
This element of ESG described how our business supports the principles of fairness, diversity, ethics and tolerance both internally and in our service rendering. Essentially, our firm's social responsibility involves managing our relationship with different parties and stakeholders. Social considerations include; Diversity, Equity & Inclusion (including anti-discrimination), Human rights and modern slavery, Employee health and safety, Labor relations & practice, and product quality and safety.
Governance
The concept of corporate governance is not new, however, there is an increasing focus on ensuring governance arrangements are transparent. This increase in ourselves accountable implies that we treat all stakeholders honestly and fairly. Governance considerations include; Corporate governance and oversight, Risk management, Conflicts of interest, Transparency (including financial and operational reporting), and Fraud, anti-bribery and anti-corruption controls.
Data Protection and Privacy Statement
By viewing this website you hereby acknowledge that you have read and accepted the following Protection of Personal Information (POPI) disclaimer. You understand and agree that all information provided, whether personal or otherwise, may be used and processed by the owner of this website.
Maiden Cardinal Asset Management Group (Pty) Ltd shall take all reasonable measures to protect the personal information of users and for the purpose of this disclaimer "personal information" shall be defined as detailed in the Promotion of Access to Information Act, Act 2 of 2000 ("PAIA") and the Protection of Personal Information Act, Act 4 of 2013 ("POPIA")
Why We Collect Personal Information?
We collect personal information to liaise with our users via email, telephonically or website in order to:
1. Respond to Enquiries or Comments from you
2. Process, validate and verify information for the supply of goods and/or services enquired about as part of Due Diligence
3. Comply with applicable laws and processes served and upheld by our company and its constituencies
4. Protect and defend the rights of our "properties" intellectual and otherwise
Accountability?
1. The Company takes the privacy and protection of a data subject's personal information very seriously and will only process a data subject's personal information in accordance with POPIA and the terms of this privacy statement.
2. In turn where the Company provides any of its personal information to a responsible party or operator, then such person will be required as a condition of receiving such information, to process such personal information in accordance with POPIA and the terms of this privacy statement.
3. Accordingly, the relevant data privacy principle relating to the processing of personal information, whether that belongs to the Company or that belonging to a data subject (including, but not limited to, the collection, handling, transfer, sharing, correction, storage, archiving and deletion) will apply without exception, save where POPIA provides for such an exception, to all and any personal information provided by the Company to another or received by the Company as a result of the use of the Company email, and/or social media, telephonic and electronic platforms.
Your Rights?
You have the right anytime to:
1. Amend the Personal Information collected by us;
2. Object to the processing of Personal Information (subject to legislation);
3. Request the return or disposal of Personal Information.
Third Party Information?
If a data subject provides the Company with Personal Information on behalf of another, the Company will not be able to process the query or request unless such query or request is accompanied by the required/prescribed/legislated permission and consent such as POA from the represented party in order to process the third party's personal information.
Anti-Fraud, Bribery and Corruption Policy
Maiden Cardinal Asset Management Group (Pty) Ltd and all its subsidiaries and associated companies is committed to combating corruption, bribery, fraud and anti-competitive collusion through the implementation of an Anti-Bribery and Corrupt Policy. This Policy has been developed to promote appropriate standards and behaviors, in order to prevent bribery, corruption, fraud and anti-competitive collusive practices in the various jurisdictions, market segments and sectors in which Maiden Cardinal operates. The purpose of this Policy supports both the objectives and recognizes the legal importance of complying with all anti-bribery, anti-corruption, anti-fraud, anti-competitive laws, regulations, and/or policies of South Africa, ("SA anti-bribery law"), including:
- the Prevention and Combating of Corrupt Activities Act, No. 12 of 2004 ("PACCA");
- the Prevention of Organised Crime Act, No. 121 of 1998;
- the Financial Intelligence Centre Act, No 38 of 2001 ("FICA");
- the Financial Advisory and Intermediary Services Act, No 37 of 2002 ("FAIS");
- the Criminal Procedure Act, No 51 of 1977 ("CPA");
- the Competition Act, No 89 of 1998 ("the Competition Act") and the Companies Act, No. 71 of 2008 ("the Companies Act")
This Policy further recognizes the legal requirements of the following where applicable:
- the UK Bribery Act, 2010;
- the Foreign Corrupt Practices Act of 1977;
- the Australian Criminal Code Act 12 of 1995;
- the European Union; the Organisation of Economic Cooperation and Development;
- the United Nations Global Compact Principles;
- the United Nations Convention against Corruption;
- the African Union Convention on Preventing and Combating Corruption;
- the South African Development Community's Protocol against Corruption;
Scope?
This policy applies to all directors, employees (whether permanent, fixed-term or temporary), consultants, contractors, agency staff, mandates of Maiden Cardinal. Where any policy adopted by Maiden Cardinal conflicts in any way with this Policy, then the policy providing the greatest level of protection against bribery, corruption and conflicts of interest shall prevail.
Policy?
It is Maiden Cardinal's policy to conduct all its business with transparency, integrity, and enforcing a zero-tolerance approach to bribery and corruption and we are committed to performing with honesty and acting professionally in all its business dealings and relationships, furthermore, Maiden Cardinal is dedicated to operating, implanting and enforcing effective systems to counter bribery and corruption. The nature of our business requires interaction with persons within various levels of governments, multi-national client companies and third party service providers throughout Africa and the World.
Our Purpose?
Maiden Cardinal refuses to offer, give or receive bribes or improper payments, or participate in any kind of corrupt or anti-competitive collusive activity, either directly or indirectly through any third party, in order to obtain new business, retain existing business, or secure any improper advantage, and furthermore Maiden Cardinal will not use or permit others to do such things on our behalf. we recognize that any allegation of bribery or corruption can seriously damage the Group's reputation.
Free AI Website Creator