Investor Relations

Sasfin is a banking and financial services group, offering tailor-made products and services to entrepreneurs, corporates and high net-worth individuals.

With Sasfin’s comprehensive range of products and services as well as an understanding of your business and personal finance needs, you are assured of results beyond expectations.

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Results, Reports, SENS and Announcements

Documents

SENS Summarised annual results for the year ended 30 June 2021, dividend declaration and changes to the Board: 31 August 2021

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SENS Sasfin Holdings Limited Trading Statement for the year ended 30 June 2021: 16 August 2021

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SENS Change of Directors: 30 June 2021

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SENS Finalisation Announcement In Respect Of Scheme Of Arrangement 18 June 2021

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SENS Circular and notices of shareholders’ for the repurchase offer to Sasfin preference shareholders: 5 May 2021

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SENS Circular and notices of shareholders’ for the repurchase offer to Sasfin preference shareholders: 5 May 2021

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SENS Sasfin Holdings Limited Trading Statement for the half year ended 31 December 2020: 18 February 2021

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SENS Further Cautionary Announcement- Preference Share Repurchase: 3 February 2021

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SENS Consolidated Interim Results for the half year ended 31 December 2020 (Unaudited)

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SENS Further Cautionary Announcement- Preference Share Repurchase: 29 December 2020

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SENS Global Credit Rating confirmation to Sasfin Bank Limited: 9 December 2020

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SENS Implementation of disposal of interest in Efficient Group: 3 December 2020

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SENS Change of RemCo Chair: 1 December 2020

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SENS Sasfin Holdings Limited Trading Statement for the quarter ended 30 September 2020: 26 November 2020

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SENS Sasfin Holdings Limited Results of AGM: 27 November 2019

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SENS Further Cautionary Announcement for non-redeemable, noncumulative, non-participating, variable rate Preference Share Repurchase: 13 November 2020

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SENS Withdrawal of Cautionary announcements- Disposal of interest in Efficient group: 5 October 2020

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SENS Renewal of Cautionary Announcement Efficient Group Offer: 30 September 2020

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SENS Sasfin Holdings Limited Annual Results for the year ended 30 June 2020: 30 September 2020

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SENS Cautionary Announcement for non-redeemable, noncumulative, non-participating, variable rate Preference Share Repurchase: 30 September 2020

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SENS Sasfin Holdings Limited Trading Statement for the year ended 30 June 2020: 11 September 2020

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SENS Change of Directors: 20 August 2020

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SENS Renewal of Cautionary Announcement Efficient Group Offer: 7 July 2020

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SENS Sasfin Holdings Limited Trading Update and Statement for the year ended 30 June 2020: 8 June 2020

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SENS Withdrawal of Cautionary Announcements- Strategic Investment Arise: 1 June 2020

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SENS Cautionary Announcement- Efficient Group Offer: 26 May 2020

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SENS Cautionary Announcement- Strategic Investment Arise: 13 May 2020

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SENS Cautionary Announcement Strategic Investment Arise: 12 May 2020

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SENS Cautionary Announcement- Strategic Investment Arise: 25 March 2020

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SENS Further Cautionary Announcement Dealings in securities: 12 February 2020

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SENS Further Cautionary Announcement Dealings in securities: 02 January 2020

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SENS Change of Directors and Company Secretary: 20 December 2019

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SENS Sasfin Holdings Limited Results of AGM: 27 November 2019

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SENS Cautionary Announcement- Dealings in securities: 14 November 2019

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SENS Further Cautionary Announcement Dealings in securities:19 November 2019

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SENS No Change Statement,Notice of Annual General Meeting and Availability of B-BBEE Certificate: 28 October 2019

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SENS Sasfin Holdings Limited Annual Results for the year ended 30 June 2019: 17 September 2019

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SENS Sasfin Holdings Limited Trading Statement for the year ended 30 June 2019: 4 September 2019

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SENS Change of Directors: 6 August 2019

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SENS Change of Directors: 24 June 2019

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SENS Dislcosure of dealing in securities: 5 June 2019

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SENS Change of Directors: 16 April 2019

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SENS Availability of BEE Compliance Report: 3 April 2019

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SENS Change of Directors: 16 April 2019

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SENS Sasfin Holdings Limited Trading Statement for the half year ended 31 December 2017: 6 March 2018

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Documents

South African Securitisation Programme (RF) Limited Annual Financial Statements for the year ended 30 June 2021

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Sasfin Holdings Limited Annual Financial Statements for the year ended 30 June 2021

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Summarised Consolidated Group Results, Dividend Declaration and Changes to the Board for the year ended 30 June 2021

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Sasfin Holdings Limited Presentation of Annual Results for the year ended 30 June 2021

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Sasfin Bank Limited Annual Financial Statements for the year ended 30 June 2021

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Sasfin Bank Limited Annual Financial Statements for the year ended 30 June 2020

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Sasfin Holdings Limited Annual Financial Statements for the year ended 30 June 2020

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Sasfin Holdings Summarised Audited Consolidated Group Results and Dividend Announcement for the year ended 30 June 2020

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Sasfin Holdings Consolidated Interim Results for the half year ended 31 December 2020 (Unaudited)

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Sasfin Holdings Limited Annual Results Presentation for the year ended 30 June 2020

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Sasfin Holdings Limited Consolidated Interim Results Presentation for the half year ended 31 December 2019

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Sasfin Holdings Limited Consolidated Interim Results Presentation for the half year ended 31 December 2019 (Unaudited)

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Sasfin Holdings Limited Shareholder Administrative Information and Notice of Annual General Meeting 29 November 2018

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Sasfin Holdings Limited Shareholder Administrative Information and Notice of Annual General Meeting 26 November 2019

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Sasfin Holdings Limited Annual Financial Statements for the year ended 30 June 2019

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Sasfin Holdings Limited Consolidated Results for the year ended 30 June 2019

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Sasfin Holdings Limited Annual Results Presentation for the year ended 30 June 2019

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South African Securitisation Programme (RF) Limited Annual Financial Statements for the year ended 30 June 2019

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Sasfin Holdings Limited Consolidated Interim Results Presentation for the half year ended 31 December 2018

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Sasfin Holdings Limited Interim Results for the half year ended 31 December 2018

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South African Securitisation Programme (RF) Limited Annual Financial Statements for the year ended 30 June 2018

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Sasfin Holdings Limited Annual Financial Statements for the year ended 30 June 2018

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Sasfin Holdings Limited Intergrated Report for the year ended 30 June 2018

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Sasfin Holdings Limited Annual Results Presentation for the year ended 30 June 2019

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Sasfin Holdings Limited Consolidated Interim Results Presentation for the year ended 30 June 2018

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South African Securitisation Programme (RF) Limited Annual Financial Statements for the year ended 30 June 2020

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Sasfin Holdings Limited Shareholder Administrative Information and Notice of Annual General Meeting 26 November 2020

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Sasfin Holdings Limited Intergrated Report for the year ended 30 June 2020

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Sasfin Holdings Limited Integrated Report for the year ended 30 June 2019

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Disclosures - Basel

Basel Pillar III Disclosure Report for the quarter ended 31 March 2021

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Basel Pillar III Disclosure Report for the quarter ended 30 September 2020

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Basel Pillar III Disclosure Report for the six months ended 31 December 2019

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Basel Pillar III Disclosure Report for the quarter ended 30 September 2020

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Basel Pillar III Disclosure Report for the year ended 30 June 2019

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Basel Pillar III Disclosure Report for the quarter ended 31 March 2019

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Basel Pillar III Disclosure Report for the six months ended 31 December 2018

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Disclosures - SASP

SASP S1 Investor Report 31 August 2021

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SASP S2 Investor Report 31 August 2021

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SASP S3 Investor Report 31 August 2021

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SASP S1 Investor Report 31 July 2021

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SASP S2 Investor Report 31 July 2021

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SASP S3 Investor Report 31 July 2021

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SASP S3 Investor Report 30 June 2021

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SASP S2 Investor Report 30 June 2021

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SASP S1 Investor report 30 June 2021

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SASP S1 Investor report 30 April 2021

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SASP S2 Investor Report 30 April 2021

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SASP S3 Investor Report 30 April 2021

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SASP S1 Investor Report 30 September 2020

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SASP S2 Investor Report 30 September 2020

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SASP S3 Investor Report 30 September 2020

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SASP S1 Investor Report 30 June 2020

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SASP S2 Investor Report 30 June 2020

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SASP S3 Investor Report 30 June 2020

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SASP S1 Investor Report 29 February 2020

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SASP S2 Investor Report 29 February 2020

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SASP S3 Investor Report 29 February 2020

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SASP 1 Investor Report 31 December 2019

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SASP 2 Investor Report 31 December 2019

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SASP 3 Investor Report 31 December 2019

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SASP 1 Investor Report 30 September 2019

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SASP 2 Investor Report 30 September 2019

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SASP 3 Investor Report 30 September 2019

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SASP S3 Investor Report 31 May 2019

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SASP S2 Investor Report 31 May 2019

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SASP S1 Investor Report 31 May 2019

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SASP S3 Investor Report 28 February 2019

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SASP S2 Investor Report 28 February 2019

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SASP S1 Investor Report 28 February 2019

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INTRODUCTION

The Board of Directors (the Board) of Sasfin Holdings Limited, “SHL”, or where the context requires, “the Group” subscribes to good corporate governance. It has developed a Board Charter in accordance with the recommendations of the King IV Report on Corporate Governance (King IV).

Whilst embracing the King IV principles of good governance, summarised in Annexure 1 attached, and the Basel Committee on Banking Supervision (Basel Committee) corporate governance principles for banks, summarised in Annexure 2 attached, the Board and SHL are required to be compliant with South African legislation (including the South African Constitution) and, in particular, the Banks Act, 1990, as amended, the Companies Act, 2008, as amended, and the JSE Listings Requirements.

This Board Charter is complementary to SHL’s Memorandum of Incorporation (“MoI”). It is not intended to amend or replace the MoI in any way whatsoever.

PURPOSE OF THE CHARTER

This Charter sets out:

  • The roles, functions, obligations, responsibilities and authority of the Board; and
  • The policies and procedures of the Board in respect to its duties, functions and responsibilities.

Click here to access the Sasfin Holdings Limited Charter

Credit and Large Exposures Committee

It is the responsibility of the Credit and Large Exposures Committee to ensure that:

  • Sasfin has developed and implemented an effective policy and strategy for the management of credit risk, large exposures and investment risk that will enhance Sasfin’s ability to achieve its strategic objectives;
  • The management, measurement and reporting of all risks to the Committee must adhere to the Risk Data Aggregation and Risk Reporting (RDARR) principles of accuracy, comprehensiveness, clarity and usefulness, frequency and distribution;
  • All relevant legislation, either current, amending or new legislation, as well as all relevant regulations and guidelines, as amended and issued from time to time, are adhered to and complied with.
  • Members are fully prepared for Committee meetings, to provide appropriate and constructive input on matters discussed.
  • The following matters are, inter alia, overseen, reviewed and reported on and, where necessary, recommendations to the Boards on these matters are made:
    • Review of management decisions relating to Sasfin’s defined Large Facilities (currently >R50m) made within their delegated authority;
    • Quarterly review of all investment exposures above the Capital Investment Committee limit (currently > R50m);
    • Review of the Credit Policy and compliance with that policy, ensuring that sound and well-defined credit-granting criteria is applied;
    • Monitor loan quality through problem loan reports, past due reports, write-offs, and potential loss predictions;
    • Monitor adequacy of impairments;
    • Consider concentrations and industry trends in the portfolio;
    • Keep management informed of economic and industry trends that Committee members are aware of;
    • The Committee shall determine what Rand limits are appropriate for management mandates and may amend such limits periodically;
    • Conduct credit and investment activities within the risk strategy, policies and tolerances framework approved by the Boards;
    • Approve credit and grant investments on an arm’s length basis;
    • Ensure credit and investment activities are subject to adequate internal controls and appropriate internal audit coverage;
    • Ensure adequate capital exists for the risk that Sasfin assumes;
    • In respect of Credit Risk, set and monitor maximum risk appetite limits that are within the prudential limits for single entities or a closely related group of entities;
    • Ensure sufficient management information systems exist to enable management to identity, on a timely basis, concentration within the portfolio on a solo and consolidated basis; and
    • Monitor approved limits by management and report any excesses.

 

Directors’ Affairs and Nominations Committee

It is the responsibility of the Directors’ Affairs and Nominations Committee to monitor that:

The DAC’s duties are to assist the Boards:

  • It is the responsibility of the Directors’ Affairs and Nominations Committee to monitor that:

    The DAC’s duties are to assist the Boards:

    • in their determination and evaluation of the adequacy, efficiency and appropriateness of the corporate governance structure and practices of the SHL Group;
    • in their consideration of the appointments of:
    • the Chair;
    • the Lead Independent Director (or Deputy) Chair, and
    • the Chief Executive Officer (CEO);
    • in their consideration of:
    • appointments and removals of Executive, Non-Executive and alternate Directors;
    • the appointment, removal or replacement of the Group Company Secretary, and the external auditors; and
    • the appointment, removal or replacement of members to such Committees of the Board as may be established;
    • in their consideration of gender and race diversity targets relating to the composition of the Board;
    • to establish and maintain Board directorship continuity programmes entailing-
    • a review of the performance of and planning for successors to be Executive Directors;
    • measures to ensure continuity of Non-Executive Directors;
    • a regular review of the composition of skills, experience and other qualities required for the effectiveness of the Boards; and
    • an annual self-assessment of the Boards as a whole and of the contribution of each individual director;
    • in determining whether the services of any director should be terminated;
    • in ensuring that the SHL Group is at all times in compliance with all applicable laws, regulations and codes of conduct and practices;
    • in the nomination of successors to the key positions in the SHL Group in order to ensure that a Management succession plan is in place;
    in optimising the composition, competence and integrity of the SHL Group’s Boards and Committees by recommending individuals and independent members with expertise in areas supportive of and consistent with the strategic initiatives of the SHL Group for election to such Boards

 

Group Audit and Compliance Committee

It is the responsibility of the Group Audit and Compliance Committee to monitor:

Duties in terms of section 64 of the Banks Act

  • To assist the Boards of Directors:
  • In its evaluation of the adequacy and efficiency of the internal control systems, accounting practice, information systems and auditing processes applied within that bank or controlling company, as the case may be in the day-to-day management of its business;
  • To facilitate and promote communications, regarding the matters referred to in subparagraph (i) or any other related matter, between the board of directors and the executive officers of, the auditor appointed under sections 61 or 62 of the Banks Act, and the employee charged with the internal auditing of the transactions of the bank or controlling company, as the case may be; and
  • To introduce such measures as in the Committee’s opinion may serve to enhance the credibility and objectivity of financial statements and reports prepared with reference to the affairs of the bank or controlling company, as the case may; and
  • Perform such further functions as may be prescribed.

 

Duties in terms of Section 94(7) of the Companies Act, 71 of 2008

  • To nominate, for appointment as auditor of the company under section 90, a registered auditor who, in the opinion of the audit committee, is independent of the company;
  • To determine the fees to be paid to the auditor and the auditor’s terms of engagement;
  • To ensure that the appointment of the auditor complies with the provisions of this Act and any other legislation relating to the appointment of auditors;
  • To determine the nature and extent of any non-audit services that the auditor may provide to the company, or that the auditor must not provide to the company, or a related company;
  • To pre-approve any proposed agreement with the auditor for the provision of non-audit services to the company;
    • To receive and deal appropriately with any concerns or complaints, whether from within or outside the company, or on its own initiative, relating to –
    • The content or auditing of the company's financial statements;
    • The internal financial controls of the company; or
    • Any related matter;
    • To perform such other oversight functions as may be determined by the board.

 

Duties in terms of the JSE Listings Requirements

  • To assist the Board of Sasfin Holdings Limited to comply with the Listings Requirements of the JSE Ltd, specifically, but without limiting the generality of a foregoing, in relation to:
    • Ensuring all required statutory declarations are made;
    • Ensuring trading statements, where necessary, are issued for year-end and interim results;
    • Ensuring appropriate cautionary and SENS announcements where required, are issued;
    • Developing and monitoring its internal share dealing protocol and to prohibit insider trading;
    • Ensuring independent fairness opinions are obtained when required, specifically in respect of any transactions contemplated in the Listings Requirements;
    • Ensuring financial information is published in accordance with the Listings Requirements; and
  • To obtain specified information required from the external auditors, and updated information, where necessary, to ensure the Committee has the necessary important and useful information to enable their recommendation on who should act as the external auditor. In particular, the Committee shall, prior to the appointment of the audit firm for the first time and for every annual re-appointment thereafter, request and consider the following information in respect of the latest inspection performed by the Independent Regulatory Board for Auditors (IRBA) and, if necessary, consult with the audit firm, in order to assess the suitability of appointment of the current or prospective audit firm and the designated individual auditor:
  • Original and, where applicable, re-inspection, decision letters, findings reports and proposed remedial actions to address the findings in respect of the audit firm, or redacted versions of that information if the contents of the said letters and reports reveal the identity of specific entities;
    • Decision letters, findings reports and proposed remedial actions to address the findings in respect of the designated individual auditor;
    • Original and, where applicable, re-inspection, decision letters for all other engagement file reviews on the designated individual auditor for the next audit and, if the audit firm remains unchanged, on the designated individual auditor for the past audit, or redacted versions of that information, where necessary;
    • Explanations of the findings, where necessary, especially if the redacted versions of the detailed findings reports lead to the nature of the findings becoming unclear;
    • Summaries, as approved by the head of risk or a similar senior person within the audit firm who is tasked with the responsibility of risk management, to deal with any audit quality related matters, of:
      • Descriptions of the monitoring procedures performed;
      • Conclusions drawn from the monitoring procedures;
      • Where relevant, descriptions of systemic, repetitive or other significant deficiencies and of steps taken to resolve or amend those deficiencies, and
      • The outcomes and summaries of any legal or disciplinary proceedings concluded within the past seven (7) years, instituted in terms of any legislation or by any professional body of which the audit firm or the designated individual auditor are accountable to.

Compliance Duties

The Committee shall:

  • Monitor the independent compliance function of the Sasfin Group established in terms of Section 60A, read with Regulation 49, of the Banks Act, by receiving reports from the Chief Compliance Officer in accordance with Regulation 49(2)(a)(ii) of the Banks Act;
  • Assist the Boards in their consideration of the need to receive periodic independent assurance on the effectiveness of compliance management;
  • Assist the Boards in ensuring they govern compliance with applicable laws and adopted, non-binding rules, codes and standards in a way that supports the Sasfin Group being ethical and a good corporate citizen; and
  • Receive and respond to any report of non-compliance submitted to it in terms of Regulation 49(3)(c).

 

Internal Audit Duties:

The Boards, through the Committee, assumes responsibility for Group Internal Audit (GIA) by setting the direction for the internal audit arrangements needed to provide objective and relevant assurance that contributes to the effectiveness of governance, risk management and control processes. It further:

  • Approves the GIA charter that defines the role and associated responsibilities and authority of internal audit, including its role within combined assurance and the internal audit standards to be adopted;
  • Approves the annual risk-based internal audit plan (and ensures that GIA follows a risk-based approach to planning);
  • Reviews the Group’s risk profile regularly (at least bi-annually) and proposes adaptations to the internal audit plan accordingly;
  • Approves the GIA’s budget and resource plan ensuring that the necessary skills and resources are in place to address the complexity and volume of risk faced by the Group and that internal audits supplemented as necessary, by specialist services/subject matter experts;
  • Receives communications from the Chief Audit Executive (CAE) on GIA’s performance relative to its plan and other matters;
  • Approves decisions regarding the appointment and removal of the CAE ensuring that the person has the necessary competence, gravitas and objectivity;
  • Approves the remuneration of the CAE, on recommendation of the Human Resources and Remuneration Committee;
  • Ensures that the CAE is set up to function independently from management and that the position carries the necessary authority;
  • Makes appropriate inquiries of management and the CAE to determine whether there is inappropriate scope or resource limitations;
  • Ensures that internal audit provides an overall statement annually as to the effectiveness of the Group’s governance, risk management and control processes;
  • Causes an external, independent quality review of the internal audit function to be conducted at least every five years; and
  • Obtains an annual confirmation that GIA conforms to a recognized industry code of ethics.

 

Other Responsibilities

The Committee shall:

  • Consider any matters relating to the financial affairs of the Sasfin Group and as well as to the internal and external audits that it determines to be necessary;
  • Have oversight responsibility for financial and compliance matters of the Sasfin Group, including responsibility for recommending approval of the annual financial statements of Sasfin Holdings Limited, Sasfin Bank Limited and material subsidiary companies in the Sasfin Group which do not have their own audit committees, to the respective boards of those companies. An organogram of the Sasfin Group, indicating the material subsidiary companies, is attached as Annexure A hereto.
  • Examine any other matters referred to it by the Boards, including other Committees, or the Chief Executive Officer or Financial Director or Chief Audit Executive or Compliance Function, provided that it is within the Committee’s scope of responsibilities;
  • Assist the Boards with the preparation of documentation for all engagements with the SARB in respect of annual Trilateral meetings and meetings with the Boards, and ensure adequate and constructive responses to all enquiries, Circulars and Guidance Notes from the SARB;
  • Assist the Boards in ensuring that all relevant legislation, either current, amending or new legislation, as well as all relevant regulations and guidelines, as amended and issued from time to time, are adhered to and complied with.
  • Committee members must be fully prepared for Committee meetings, to provide appropriate and constructive input on matters discussed.

 

Group Risk and Capital Management Committee

It is the responsibility of the Group Risk and Capital Management Committee to monitor that:

  • Sasfin has developed and implemented an effective policy and strategy for risk management that will enhance Sasfin’s ability to achieve its strategic objectives;
  • The management, measurement and reporting of all risks to the Committee must adhere to the Risk Data Aggregation and Risk Reporting (RDARR) principles of accuracy, comprehensiveness, clarity and usefulness, frequency and distribution;
  • In terms of the mandate from the Boards, fixed income counterparty / trading limits, and any changes to fixed income counterparty / trading limits, are considered and approved and that utilisation within the approved limits and any breaches of the approved limits are managed, monitored and reported on;
  • All relevant legislation, either current, amending or new legislation, as well as all relevant regulations and guidelines, as amended and issued from time to time are adhered to and complied with, in particular, the Banks Act, and specifically regulations 39 (3), (4), (5) and (6) thereof;
  • Members are fully prepared for Committee meetings, to provide appropriate and constructive input on matters discussed.
    • The following matters are, inter alia, overseen, reviewed, and reported on and, where necessary, recommendations to the Boards on these matters are made:
    • The development and annual review and approval of the Sasfin Enterprise Risk Management Policy and Plan, in accordance with ISO 31000: Risk Management Principles and Guidelines, the Banks Act, and the KingIV™ Report on Corporate Governance, and the alignment thereof with Group strategy;
    • The implementation of the risk management Policy and Plan through the Group’s risk management systems and processes;
    • Risk appetite, tolerance levels, and the monitoring of adherence to the various limits established;
    • The Chief Risk Officer’s quarterly report, and any other ad hoc reports presented;
      • Risk management assessments, and management’s response thereto;
      • Significant risk events, their quantification, reporting and management’s response thereto;
      • Group Risk monitoring reports and assessments, and compliance with actions arising therefrom;
      • Liaison with the Group Audit and Compliance Committee to exchange information relevant to risk;
      • The review of Group Audit and Compliance reports as they pertain to capital and risk management;
      • The Committee’s formal opinion to the Boards on the effectiveness of the system and process of risk management;
      • The review of relevant sections to be incorporated in the Group’s Integrated Report;
      • Annual review (or more frequently as required) of the Internal Capital Adequacy Assessment Process (ICAAP);
      • Make appropriate recommendations for the consideration and, where appropriate, the approval of the Boards regarding the Group’s capital structure through:
        • The assessment and quantification, on at least a quarterly basis, of the Group’s existing and future overall capital adequacy in relation to its risk profile, Regulatory limits and risk tolerance levels (risk appetite); and
        • The capital position of the Group is managed and optimised, through best practice capital and Balance sheet management processes, taking into account potential sources of capital and future growth plans, and within the required Regulatory and internal limits.

 

Human Resources and Remuneration Committee

It is the responsibility of the Human Resources and Remuneration Committee to ensure that

  • Review the effectiveness of the implementation of the remuneration policy so as to establish whether the Board’s set objectives are being met and to make recommendations to the Boards on the remuneration policy and the implementation thereof, whereafter the remuneration policy and the remuneration implementation report will be put to a non-binding advisory vote at the annual general meeting of shareholders;
  • Ensure the remuneration policy is market-related, cost-effective, designed to attract, motivate, reward and retain human capital and to promote an ethical culture and responsible corporate citizenship;
  • Ensure appropriate levels of monitoring and compliance by liaising with other board committees, including the Group Risk and Capital Management committee, the Group Audit and Compliance committee and the Social and Ethics committee, on remuneration affairs in the broader context of risk, disclosure and social responsibility matters;
  • Determine any criteria necessary to measure the performance of executive directors, prescribed officers and senior executives in discharging their functions and responsibilities, in collaboration with the Chairs of the respective Sasfin Group committees, as well as performance measures for overall employee remuneration in the Sasfin Group. The Committee will aim to give the executive directors, prescribed officers and senior executives every encouragement to enhance Sasfin’s performance and to ensure that they are fairly, but responsibly, rewarded for their individual contributions and performance;
  • Review (at least annually) the terms and conditions contained in the service agreements’ of the executive directors, prescribed officers and senior executives, taking into account information from comparable companies, where relevant, and other appropriate industry or market trends locally and internationally.
  • Review and approve any changes to Group short term incentive schemes (bonuses and Commission arrangements) and long term incentive schemes (share options etc.), with any changes thereto being signed-off by the Group Risk and Capital Management committee prior to being implemented;
  • Oversee the preparation and recommendation to the Sasfin Holdings Limited Board of the Remuneration Report, to be included in the integrated report;
  • Manage the stakeholder relations with investors and other stakeholders deemed appropriate on remuneration matters at the annual general meeting and throughout the year.

 

Information Technology Committee

It is the responsibility of the Information Technology Committee to ensure that:

    • Oversee IT governance and monitor the development and compliance with IT strategy, policies and procedures;
    • Monitor and evaluate significant IT investments and expenditure with projected capital costs over R10,000,000 and / or a high risk to the organisation:
    • Approve and monitor IT projects optimising business intelligence as well as IT projects within the Committee’s Board approved levels of authority;
    • Evaluate and approve unbudgeted major capital expenditure over R1,000,000 (as determined from time to time by the Boards’ approved levels of authority);
    • Oversee the governance of IT risk with specific reference to approve and monitor the following:
    • IT risk management framework;
    • Risk management policies and procedures;
    • Risk strategy and plan;
    • Information security strategy and system controls for company information;
    • Disaster recovery plan;
    • Arrangements to provide for business resilience;
    • Monitoring and responding to developments in technology, including the capturing of potential opportunities and the management of disruptive effects on Sasfin and on Sasfin’s business model;
    • The protection of intellectual property built into IT;
    • Management of the performance of, and risks pertaining to, third party and outsourced service providers and management of the risks pertaining to the sourcing of technology;
    • Independent assurance on the effectiveness of internal and outsourced IT controls, IT arrangements and outsourced IT services;
  • Ensure that the following IT Governance is in place, is effective, and is recommended to the Board for approval:
    • IT Governance and Internal Control Framework;
    • IT Strategy and Plan;
    • IT Governance Framework;
    • IT Policies and Procedures;
  • Information Security Strategy.
  • Oversee information and technology management and, in particular, oversee that it results in the following:
    • Integration of people, information, technologies and processes across the Sasfin Group;
    • Integration of information and technology risks into Sasfin’s Group-wide risk management;
    • Proactive monitoring of intelligence to identify and respond to incidents, including cyber attacks and adverse social media events;
    • The assessment of value delivered to Sasfin through significant investments in information and technology, including the evaluation of projects throughout their life cycles and significant operational expenditure;
    • The responsible disposal of obsolete information and technology in a way that has regard to environmental impact and information security;
    • Ethical and responsible use of information and technology;
    • An information architecture that supports, confidentiality, integrity and availability of information as well as the protection of personal information;
    • A technology architecture that enables the achievement of strategic and operational objectives;
  • Ensure that all relevant legislation, either current, amending or new legislation, as well as all relevant regulations and guidelines, as amended and issued from time to time, are complied with.
  • Ensure that members are fully prepared for Committee meetings, to provide appropriate and constructive input on matters discussed.

 

Social and Ethics Committee

It is the responsibility of the Social and Ethics Committee to ensure that:

  • To monitor the company’s activities, having regard to any relevant legislation, other legal requirements or prevailing codes of best practice, with regard to matters relating to -
    • Social and economic development, including the company’s standing in terms of the goals and purposes of:
      • The 10 principles set out in the United Nations Global Compact Principles;
      • The OECD recommendations regarding corruption;
      • The Employment Equity Act; and
      • The Broad-Based Black Economic Empowerment Act.
    • Good corporate citizenship, including the Company’s –
      • Promotion of equality, prevention of unfair discrimination, and reduction of corruption;
      • Contribution to development of the communities in which its activities are predominantly conducted or within which its products and services are predominately marketed; and
      • Record of sponsorships, donations and charitable giving;
    • The environment, health and public safety, including the impact of their company’s activities and of its products and services;
    • Consumer relationships, including the company’s advertising, public relations and compliance with consumer protection laws; and
    • Labour and employment, including –
      • The company’s standing in terms of the International Labour Organisation Protocol on decent work and working conditions; and
      • The company’s employment relationships and its contribution towards the educational development of its employees;
  • To draw matters within its mandate to the attention of the Board as occasion requires, and
  • To report, through one of its members, to the shareholders at the company’s annual general meeting on the matters within its mandate.

 

Other Responsibilities

    • The responsibilities of the Committee shall also be to:
    • Review and approve enterprise development policies;
    • Review and recommend socio-economic development targets;
    • Oversee, monitor, assess and measure Sasfin’s transformation activities by:
      • Providing input and recommending to the Boards on the overall targets for Sasfin, the scorecard component targets and the timing thereof;
      • Approving the appointment of a BBBEE verification agency;
      • Monitoring progress towards achievement of set equity ownership targets;
      • Reviewing succession plans of Black and Black women representation at senior executive and Board level;
      • Approving the Employment Equity plan submitted to the Department of Labour;
      • Monitoring quantitative and qualitative progress towards the achievement of Employment Equity plans;
      • Monitoring, reviewing and recommending skills development initiatives and plans in line with the Skills Development Act; and
      • Reviewing and approving Sasfin’s preferential procurement policy.
      • Review the adequacy and effectiveness of Sasfin’s engagement and interaction with its stakeholders in relation to social and ethics management.
      • Consider substantive national and international regulatory developments as well as practice in the fields of social and ethics management.
      • Review and approve the policy and strategy pertaining to Sasfin’s programme of corporate social investment.
    • Determine clearly articulated ethical standards (Code of Ethics) and ensure that Sasfin takes measures to achieve adherence to these in all aspects of the business, thus achieving a sustainable ethical corporate culture within the Sasfin. The committee will be responsible for monitoring the implementation of the provisions of the Code of Ethics.
    • Review the material risks and liabilities relating to the provisions of the Code of Ethics and ensure that such risks are managed as part of Sasfin’s risk management programme.
    • Review measures to minimise, manage and avoid the likelihood of adverse impact of reputational risk matters, in respect of:
    • Promptly taking action to address customer complaints and regulatory concerns;
    • ensuring Sasfin will not engage in any activity that will put its long-term value at risk;
    • Ensuring Sasfin is an equal opportunity employer that employs skilled and experienced staff in positions with clearly defined roles and responsibilities;
    • Ensuring, within reason, that events which could potentially lead to adverse media coverage are avoided, and
  • Ensure Committee members are fully prepared for Committee meetings, to provide appropriate and constructive input on matters discussed.

Our view on corporate governance and meeting the four governance outcomes in King IV, namely an ethical culture, good performance, effective control and legitimacy, have been addressed in the 2019 Integrated Report.  The key applications by Sasfin of the principles contained in King IV, with reference to the practices to demonstrate the application of the individual principles are explained in the table below. It includes page references to the Integrated Report (available at www.sasfin.com > Investor Relations > Results, Reports and Presentations) where further information is available.

Principle Sasfin application

PRINCIPLE 1

The governing body should lead ethically and effectively.

The Board adheres to its fiduciary duties by providing leadership and strategic guidance aimed at protecting stakeholder interests and shareholder value within a governance framework which is reviewed for effectiveness on a regular basis. (Refer to page 66 and 76)

PRINCIPLE 2

The governing body should govern the ethics of the organisation in a way that supports the establishment of an ethical culture.

The Board sets the Group’s ethical tone and operates with a strong culture of integrity and competence. Sasfin’s values and ethical standards are integral to our stakeholder relationships, and are implicit in how we do business. Our robust policies prevent market abuse, conflicts of interest, bribery and other unethical conduct. Other policies promoting positive ethics are also disseminated to employees. (Refer to page 16,54 and 76)

PRINCIPLE 3

The governing body should ensure that the organisation is and is seen to be a responsible corporate citizen.

The Board, together with the SEC, ensure that our business activities, CSI initiatives and sustainability strategy ensure that we contribute to society as a responsible and ethical corporate citizen. In particular, that our lending and investment activities are consistent with this approach. (Refer to page 100)

PRINCIPLE 4

The governing body should appreciate that the organisation’s core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process.

The Board delegates to management, via Group Exco, the formulation of strategy which is considered and approved by the Board, including key performance measures and targets over the short-, medium- and long-term, and oversees the implementation thereof within the overall context in which Sasfin operates. The Board evaluates management’s performance against the purpose and strategic focus areas. (Refer to page 23)

PRINCIPLE 5

The governing body should ensure that reports issued by the organisation enable stakeholders to make informed assessments of the organisation’s performance and its short-, medium- and long-term prospects.

The Board is responsible for the Integrated Report and approves interim and year-end communications, including all SENS announcements, disclosures made in terms of Regulation 43 of the Banks Act and other media statements. (Refer to page 4 and 8)

PRINCIPLE 6

The governing body should serve as the focal point and custodian of corporate governance in the organisation.

The Board, supported by the DANC, ensures that applicable governance practices and principles are adhered to, and acknowledges that it is responsible for the performance and strategic direction of the Group. (Refer to page 16 and 82)

PRINCIPLE 7

The governing body should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively.

The Board composition is aligned to King IV™ requirements regarding the mix of Independent, Non-Executive, and Executive Directors. The mix of skills, contribution and tenure of directors is monitored and reassessed regularly by the DANC. Refer to page 70 for new standards applicable to Banks regarding director independence and their impact on Sasfin. (Refer to page 16, 69, 70 and 72)

PRINCIPLE 8

The governing body should ensure that its arrangements for delegation within its own structures promote independent judgement, and assist with balance of power and the effective discharge of its duties.

The Board has committees to which it has delegated specific roles and responsibilities. Committee members for each committee are selected according to their suitability in terms of their qualifications and experience, which are assessed through annual effectiveness reviews.

Sasfin ensures that the membership of all Board committees is managed effectively to ensure an appropriate spread of responsibility and independence.

The executive team and management operate under a defined authority matrix which aims to ensure there is effective collaboration and accountability. (Refer to page 83)

PRINCIPLE 9

The governing body should ensure that the evaluation of its own performance and that of its committees, its Chair and its individual members, support continued improvement in its performance and effectiveness.

The Board and each committee conducted an internal assessment exercise, both in respect of the Board itself and in respect of each committee. The Chair has been assessed by the Board under the leadership of the Lead Independent Director.

An external assessment of the Board and each committee is usually conducted every three years, but this exercise has been postponed until 2020 given the change of Board composition, which is underway. (Refer to page 16 and 76)

PRINCIPLE 10

The governing body should ensure that the appointment of, and delegation to management contribute to role clarity and the effective exercise of authority and responsibilities.

The Board oversees all key executive appointments and is satisfied that the delegation of authority framework contributes to role clarity and the effective exercise of authority and responsibility. (Refer to page 76)

PRINCIPLE 11

The governing body should govern risk in a way that supports the organisation in setting and achieving its strategic objectives.

The Board defines the Group’s risk appetite and risk tolerance, which are formalised in risk appetite statements and relevant metrics based on input from the GRCMC. These are further broken down into measurable tolerance levels. Executive oversight of the risk function is delegated to the CRO. (Refer to page 60)

PRINCIPLE 12

The governing body should govern technology and information in a way that supports the organisation to set and achieve its strategic objectives.

The IT Committee oversees IT governance and monitors the development and execution of the IT strategy through an IT governance framework, policies and procedures. It provides oversight, monitors and evaluates significant IT investments and expenditure, and oversees the governance of IT risk. (Refer to page 50)

PRINCIPLE 13

The governing body should govern compliance with applicable laws and adopted, non-binding rules, codes and standards in a way that supports the organisation being ethical and a good corporate citizen.

The Group’s independent compliance function focuses on areas such as banking regulation, AML, market conduct, exchange control and regulatory interaction responsible for mitigating compliance risk. The Board acknowledges its accountability and provides the necessary guidance regarding the management of compliance risk and ensures that it obtains sufficient assurance in this regard and delegates specific oversight responsibility to the GACC. (Refer to page 54 and 78)

PRINCIPLE 14

The governing body should ensure that the organisation remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short-, medium- and long-term.

REMCO considers whether remuneration is fair and consistent, and encourages behaviour which is commensurate with the strategic direction and risk appetite of the Group through a combination of fixed and variable pay. The Group’s remuneration policy and Implementation Report are subject to non-binding votes by shareholders and take into account feedback received from shareholders in formulating remuneration policies. (Refer to page 88)

PRINCIPLE 15

The governing body should ensure that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal decision-making and of the organisation’s external reports.

The GACC oversees the responsibility for ensuring that internal assurance functions and external assurance services facilitate an effective control environment. It does so by using the combined assurance provided by the Group’s Risk, Compliance, Internal Audit and external audit reports to arrive at a holistic risk-based assessment of the Group’s governance, risk management and control processes. (Refer to page 3, 4 and 80)

PRINCIPLE 16

In the execution of its governance role and responsibilities, the governing body should adopt a stakeholder-inclusive approach that balances the needs, interests and expectations of material stakeholders in the best interests of the organisation over time.

The Board has identified all its key stakeholders and recognises the importance of maintaining these relationships. It manages stakeholder risk as an integral part of its overall risk management framework, through routine engagement with key stakeholders and seeks to address stakeholder concerns in guiding the Group’s future strategy and operating model. (Refer to page 16, 56 and 67)

PRINCIPLE 17

The governing body of an institutional investor organisation should ensure that responsible investment is practised by the organisation to promote good governance and the creation of value by the companies in which it invests.

The Group has a social and environmental management policy framework which guides the Group’s investment activities and ensures that the Group’s activities do not breach international social and environmental norms. A responsible investment standard is also applied to investments made by the Wealth and Capital Pillars and overseen by the SEC from an overall Group perspective. (Refer to page 39)

Sasfin is committed to the highest standards of ethical, moral and legal business conduct. Ethical business behaviour is the responsibility of every person in Sasfin and forms an integral part of our relationship with our customers, suppliers, shareholders and other stakeholders.

We have a ‘zero tolerance’ approach towards fraud and will investigate every incident thoroughly.

Please report suspected fraud or any unethical behaviour to the dedicated lines below:

  • Transactional Banking Queries : 080 23 23 23 6 (lost and stolen cards)
  • Whistleblowing Line: 0800 000 902

Sasfin has chosen to outsource the management of the Whistleblowing Line to an independent external service provider.

Anonymous tip-offs can be made as follows:

  • Dedicated FreeCall number: 0800 000 902
  • Email address: sasfin@tip-offs.com
  • FreePost address: KZN 138, Umhlanga Rocks, 4320
  • FreeFacsimile: 0800 00 77 88
  • Access to the Delloitte Tip-offs Anonymous website: www.tip-offs.com

Fraud Risk Department
Tel: +27 11 531 9215 or +27 11 809 7500 (office hours)
Email address: reportfraud@sasfin.com

Documents

Sasfin Holdings Limited B-BBEE Certificate 2021

Download

Sasfin Asset Managers Proprietary Limited B-BBEE Certificate 2021

Download

Contact us

Charissa de Jager, Group Company Secretary, +27 11 531 9253, Charissa.dejager@sasfin.com

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