Investor Relations

The Board is committed to good governance and endorses the principles of the King Code in both letter and spirit to ensure consistent practices throughout the Group, providing effective leadership that displays integrity, competence, responsibility, accountability, fairness and transparency in directing the business of the Company to create and maintain value. During this financial year the Board focused on the application of the King IV principles and is satisfied that these have been substantially applied. There will be continued focus on identifying and addressing any shortcomings in FY19. An overview of the steps taken by the Company to comply with the King Code.

GOVERNANCE STRUCTURES

The Group has a unitary Board structure comprising a majority of independent non-executive directors (including the Chairman). There are 5 directors in total, 3 of whom are non-executive, and 2 full-time salaried executive directors. The Board’s diversity policy was adopted during the prior reporting period and is reviewed annually. The size of the Board is appropriate given the nature and size of the business and the Board therefore has not set targets in relation to gender and ethnicity – this approach will be reviewed next year in accordance with the principles of the King Code. The roles of the Chairman and the Chief Executive Officer are separate and clearly defined. This division of responsibilities ensures a balance of authority and power. The range of skills, experience and backgrounds currently represented on the Board ensure robust decision-making processes and diversity of viewpoints, enhancing the effective governance of the Group with no individual director having unrestricted decision-making authority. A number of Board Committees assist the Board in fulfilling its mandate, and the roles and responsibilities of the respective committees are set out in their formal terms of reference. The terms of reference of the Board and the respective committees are reviewed annually to ensure that they remain relevant and are available on the Company’s website.

INTERNAL CONTROL SYSTEMS

While the Board has delegated its responsibility for risk management to the Audit and Risk Committee, the Board remains ultimately responsible for the governance of risk. The risk management framework defines Cartrack’s risk 45 management philosophy and encourages a risk-conscious business culture through agreed internal controls and commitment to mitigating actions.

Cartrack’s risk management framework implements a bottomup and top-down approach and has been reviewed to specifically consider t