A NEW LOOK AT SUSTAINABILITY

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 and other European bourses. 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 formal board evaluation exercise was performed
Another independent non-executive director was appointed
Divisional senior management attended a directors’ development programme facilitated by the Institute of Directors in Southern Africa

AWARD WINNING REPORTING

Our 2005 annual report was ranked winner: Industrial and Manufacturing in the SA Annual Reports Awards sponsored by the JSE Limited and the SA Institute of Chartered Secretaries and Administrators, fifth in the Ernst & Young Excellence in Corporate Reporting awards. We were also placed ninth in the inaugural Accountability Rating: South Africa.

Download a PDF of the company's corporate governance systems (231 KB)

This page was updated on 22 December, 2006

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