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KPMG serves as the Head of the Internal Audit Control
Function for both insurance companies in the PPS
Group. The Compliance and Risk Management Control
Functions are performed in-house. Mrs T Boesch serves
as the Head of the Compliance and Risk Management
Control Functions for PPS Insurance. For PPS Short-Term
Insurance, Mr H van Heerden serves as the Head of the
Risk Management Control Function, while Ms S Stuart
serves as the Head of the Compliance Control Function.
The existence of the control functions does not relieve the
boards of directors and trustees, or Key Persons, from their
respective governance and related responsibilities. The
governance framework will continue to evolve to ensure
compliance with emerging legislation and to enhance the
ability of the boards of directors and trustees, managing
executives and heads of control functions to manage
PPS soundly and prudently. The Actuarial, Audit, Risk,
Remuneration and Social and Ethics Committees fulfil a
key role in ensuring good corporate governance within
the PPS Group. Processes are reviewed regularly to ensure
compliance with legal obligations and codes of governance.
The heads of the Control Functions are required to:
• Be fit and proper.
• Have sufficient seniority and authority to be effective.
• Have reporting lines that support their independence.
• Have unrestricted access to relevant information.
• Have direct access to the boards of directors or
relevant committee/s, without the presence of senior
management if so requested, for the purpose of
raising concerns about the effectiveness of the risk
management system or system of internal controls.
• Have the freedom to report to the boards of directors
or relevant committee without fear of retaliation from
senior management.
• Have appropriate segregation of duties from operational
business line responsibilities.
• Must report regularly to the PPS Group boards or relevant
committee/s, especially on matters of non-compliance
with legislation.
There are adequate policies and procedures in relation to
the appointment, dismissal and succession of heads of
control functions.
The appointment, performance assessment, remuneration,
disciplining and dismissal of the head of each control
function must be done with the approval of, or after
consultation with, the PPS Group boards or relevant
committee/s.
GOVERNANCE DEPARTMENTS
The following departments ensure good corporate
governance throughout the PPS Group:
Group Company Secretariat
The chairmen of the Boards of PPS Holdings Trust, PPS
Insurance and its subsidiaries, the board sub-committees,
and the Chief Executive are assisted by the Group Company
Secretary in ensuring good corporate governance and
adherence to the PPS Group’s governance policies. By
working closely with the respective board Chairmen and
the Chief Executive of the PPS Group, the Group Company
Secretary ensures that the agendas for board, board
committee and the Group Executive Committee meetings
address the key business and governance issues, and
that the boards are adequately informed to enable them
to discharge their duties and make informed decisions.
He is responsible for the determination of the corporate
calendar to ensure all required matters are addressed
by the respective PPS Group boards and committees.
The Group Company Secretary also has a significant
role in supporting the Group Nominations Committee in
the discharge of its duties to ensure that the PPS Group
boards and committees are appropriately constituted and
have appropriate Terms of Reference, and that the PPS
Group board and committee members, as well the PPS
Group Executive Committee members, comply with Fit
and Proper requirements, are inducted on appointment,
trained and evaluated. The Group Company Secretary co-
ordinates the contents and holding of the annual directors’
and trustees’ strategy and training programme, as well as
access to and attendances at governance programmes
by external service providers, in accordance with best
practice and King IV.
All trustees and directors have direct access to the services
of the Group Company Secretary, who is also appointed
as the Secretary of PPS Holdings Trust and as a member
and Secretary of the Group Executive Committee. He
advises them on all corporate governance matters, on
board procedures, and on compliance with the Trust Deed
of PPS Holdings Trust and PPS Group entities’ Memoranda
of Incorporation and Trust Deeds.
Comprehensive agendas and papers are provided to
the boards by the Group Company Secretary (and by
subsidiary Company Secretaries, as applicable) in advance
of the meetings of the boards and board committees,
including circulation of committee minutes and reports to
the appropriate boards. The Group Company Secretary
also has responsibility for the secretarial functions of all
subsidiary companies, and to ensure that the minutes
and statutory records of all PPS Group board and board
committee meetings are prepared and maintained in the
appropriate PPS Group records.