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GOVERNANCE

Johannesburg Water has a unitary Board, which consists of Executives and Non-Executive Directors. The Board is chaired by a Non-Executive Director, Ms Getty Simelane. The Board meets regularly (at least quarterly) and retains full control over the Company. The Board remains accountable to the City of Johannesburg Metropolitan Municipality, the sole shareholder, and to its stakeholders, the citizens of Johannesburg.

Statement of Compliance
The Board provides quarterly and annual reports on its performance and service delivery to the parent municipality as prescribed in the SDA, the MFMA and the MSA. A Service Delivery Agreement (SDA) concluded in accordance with the provisions of the Municipal Systems Act (MSA) governs the entity’s relationship with the City of Johannesburg.

Non-Executive Directors contribute an independent view to matters under consideration and add to the depth of experience of the Board. The roles of the Chairman and Managing Director are separate, with responsibilities divided between them. The Chairman has no executive functions. Directors have unlimited access to the Company Secretary, who acts as an advisor to the Board and its committees on matters relating to, inter alia, compliance with company rules and procedures, statutory regulations and best corporate practices.

The Board and Senior Management ensure that there is full material compliance with all relevant legislation. The Company Secretary has certified in terms of Section 88 (2) (e) of the Companies Act that all statutory returns have been submitted to the Registrar of Companies.

The Board or any of its members may, in appropriate circumstances and at the expense of the company, obtain the advice of independent professionals.

Code of Ethics
The Board of Directors has adopted the Board Charter, which encapsulates the City of Johannesburg Governance Protocol and includes matters of ethics, procedure and the conduct of committee members.

The Company has developed a Code of Conduct (“the Code”) that 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 behavior and professionalism.

In summary, the Code requires that at all times, all company personnel act with utmost integrity and objectivity and in compliance with the letter and spirit of both the law and company policies. Failure by employees to act in terms of the Code results in disciplinary action. The Code is discussed with each new employee as part of his or her induction training and all employees are asked to sign an annual declaration confirming their compliance with the Code. A copy of the Code is available to interested parties upon request.

A toll-free anonymous telephone facility exists for reporting of non-adherence to the Code or to ethics related matters. Furthermore, any breach of the Code is considered a serious offence and is dealt with accordingly: as a result, the Code acts as a deterrent. The directors believe that ethical standards are being met and are fully supported by the ethics programme.