Policies

The board charter

The board has adopted a charter defining its responsibilities, the terms of which include:

• Providing strategic direction to the Group and being responsible for adopting strategic plans (such as strategies and plans originated by management) and in particular, approving the five-year strategic plan.
• Approving the annual business plan proposed by management.
• Retaining full and effective control over the Group, and monitoring management’s implementation of the approved annual budget and strategies.
• Appointing the Group managing director, who is accountable to the board.
• Preparing the Group’s financial statements, interim report and preliminary announcement, and ensuring the integrity and presentation thereof.
• Assessing the viability of the company and of the Group on a going-concern basis.
• Determining director selection, orientation and evaluation.
• Ensuring the Group has appropriate risk management, internal control and regulatory compliance procedures in place, and that these are communicated to shareholders and other stakeholders openly and promptly.
• Establishing sub-committees of the board with clear terms of reference and responsibilities, as and when appropriate.
• Monitoring the non-financial aspects relevant to the business.
• Considering, and if appropriate, approving the declaration of dividends to shareholders (which are sanctioned by the shareholders when the annual financial statements are approved at the annual general meeting).
• Finding the correct balance between conforming to governance constraints and performing in an entrepreneurial way.
• Evaluating its own performance as a whole, the performance of management and that of sub-committees of the board, including reviewing both its charter and methods of self-evaluation from time to time.
• Determining the appropriate code of ethics to ensure the integrity of the business affairs of the Group.

Directors’ interests in terms of other board positions and contracts are regularly declared, recorded and updated. Board members are required to recuse themselves when participating in deliberations or decision-making processes that could in any way be affected by a conflict of interest. During the year under review, none of the directors declared a material interest in any contract or arrangement entered into by the Group.

The board defines levels of materiality, reserving specific powers and delegating other matters with the necessary authority to management. The board has adopted a formal resolution framework that serves as an authority matrix guideline.

Notwithstanding the mandate given to the audit, remuneration and risk committees, the board is ultimately accountable and responsible for the performance and affairs of the Group. Delegating authority to board committees or management does not in any way mitigate or discharge the board and its directors of their duties and responsibilities.

Code of conduct

Omnia prides itself on its reputation for ethical conduct which it has built among all its stakeholders over many years. This stems from the uncompromising belief that honesty, integrity, professionalism and service must underpin every relationship entered into with employees, management, customers, suppliers, the government and the communities in which the Group operates.

The Group has developed a Code of Conduct (the Code), which has been fully endorsed by the Board and applies to all directors and employees. The Code is regularly reviewed and updated as necessary to ensure that it reflects the highest standards of behaviour and professionalism. The directors believe that the ethical standards of the Group as stipulated in the Code are adequately monitored and are being met. Where there is non-compliance, the appropriate disciplinary procedures are consistently enforced as the Group responds to offences and prevents recurrence.

In summary, the Code requires that, at all times, all company personnel act with the utmost integrity and objectivity and in compliance with the letter and the spirit of both the law and company policies.

The Code is provided to each employee as part of induction training, and employees are asked to sign a declaration confirming compliance with the Code annually.

Dealing in securities

The Group has a policy in place to ensure that it is compliant with all laws and regulations governing insider trading and trading during prohibited periods. This policy and practice complies with the Securities Services Act, the JSE Listings Requirements and all other relevant legislation. In compliance with this policy and practice, the Group restricts its directors, officers and other employees from dealing in the company’s securities prior to any formal announcement in respect of its financial results or during any other period where such dealings may be considered price sensitive.

The policy also regulates the dealings by directors in Omnia Holdings’ securities, as required by the JSE Listings Requirements. This policy is implemented and monitored by the company secretary. In compliance with the JSE Listings Requirements, the chairman approves all share transactions by company directors prior to the transaction. This policy is reviewed and updated from time to time to ensure that it is compliant with any changes in legislation.

SHEQ

Omnia is an active member of the Chemical and Allied Industries’ Association (CAIA) and a signatory to the association’s Responsible Care initiative. Committed to continual improvement in all aspects of our health, safety and environmental performance, we strive to align our business with the global Responsible Care® principles, which requires us to:

• Conduct our operations in a manner that minimises adverse environmental impacts and protects the health and safety of our employees and the public.
• Manage the triple bottom line of our operations as an integral part of our business.
• Integrate health, safety and environmental considerations into our planning for new products and processes.
• Use resources efficiently and minimise waste.
• Engage and work with people to understand and address their concerns and expectations.
• Co-operate with governments and organisations in the development and implementation of effective regulations and standards.
• Provide help and advice to foster the responsible management of chemicals by those who manage and use them along the product chain.

To entrench these commitments throughout the Group, we have committed ourselves to implementing an Integrated Management System (IMS), which is based on ISO 9001, ISO 14 001 and OHSAS 18 001 guidelines. The roll-out of the IMS has been completed at Omnia Fertilizer and BME, and is anticipated to be completed at Protea Chemicals by the end of 2011.

In addition to health and safety committees at all sites, a joint Safety, Health, Environment and Quality (SHEQ) committee is in place, chaired by the Group general manager for engineering projects and services. The SHEQ committee meets on a quarterly basis to discuss SHEQ projects and issues of mutual interest within the Group, and to transfer knowledge and best practice between divisions.

SHEQ aspects, impacts and risks per site are continuously evaluated and recorded on the respective registers for all our sites in terms of the IMS. Occupational health and safety risk assessments are also conducted on each site once every two years as per the requirements of the Occupational Health and Safety (OHS) Act.

The results of these assessments are communicated to the health and safety committees of all sites, and remedial projects are identified, implemented and monitored. A summary of major risks is included in the Omnia Group risk management report which is reviewed by the Omnia Group risk committee in its bi-annual meetings.

The Group has also decided to formulate more stringent product requirements for its international suppliers. Checks by qualified Omnia personnel are now standard procedure on internationally supplied materials. These quality measures are applied throughout the supply chain, from the supplier’s facilities to the point of delivery.