CORPORATE GOVERNANCE

GOVERNANCE STRUCTURE AND MANAGEMENT SYSTEMS.

The company, since its foundation in 1902, has carried out its business based on high ethical standards and principles of corporate governance. The company’s corporate governance system is a keystone of the company’s primary objective to create value for all its stakeholders.

Barloworld is incorporated in South Africa under the provisions of the Companies Act, 1973, as amended (Companies Act). It is listed on the JSE Limited, and subscribes unreservedly to the principles contained in the Code of Corporate Practices and Conduct recommended by the King II Report on Corporate Governance for South Africa published in March 2002. The company complies fully with the spirit and form of the continuing obligations of the Listings Requirements of the JSE Limited.

The company maintains a secondary listing on the London Stock Exchange. Accordingly, the company has taken cognisance of the Combined Code of Principles of Good Governance and Code of Best Practice applicable to companies that maintain a listing on the London Stock Exchange. Where the relevant provision of the Combined Code is an indicator of best practice, the company has taken note of the recommendations.

Barloworld is not registered with the Securities and Exchange Commission in the United States and has unsponsored Level 1 American Depository Receipts. Accordingly, the Sarbanes-Oxley Act of 2002 does not apply to it. The principles of that Act have, however, been taken into account in formulating the company’s corporate and risk management practices.

The board of directors places strong emphasis on achieving the highest standards of financial management, accounting and reporting. The financial statements are prepared in accordance with International Financial Reporting Standards. Regarding non-financial aspects, the company has adopted the Global Reporting Initiative’s (GRI) Sustainability Reporting guidelines on economic, environmental and social performance.

The company’s corporate governance systems are continually evolving to meet the needs and expectations of stakeholders.

In the year under review:

a new chairman was appointed;
a new chief executive was appointed;
the board committees have been strengthened with additional appointments; and
three independent non-executive directors were appointed.

AWARD WINNING REPORTING

Our 2006 annual report was ranked second out of the Top 100 South African companies in the Ernst & Young “Excellence in Corporate Reporting” Awards. Barloworld also received an award for consistently having being placed in the “Excellent” category throughout the 10-year history of this survey (the last three years of which the group was placed in the top five positions). The company also received a merit award in the Top 40 category in the SA Annual Reports Awards sponsored by the JSE Limited and the SA Institute of Chartered Secretaries and Administrators, and was placed eighth in the Accountability Rating: South Africa.

For the full corporate governance reporting refer to the 2007 annual report

This page was updated on 6 February, 2008

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