Corporate Governance Report

BioScience is committed to the principles of openness, integrity and accountability in its dealings with all stakeholders and supports the code of corporate practices and conduct as recommended by the King II Report on Corporate Governance. The primary objective of any system of corporate governance is to ensure that directors and managers, to whom the running of company has been entrusted by the shareholders, carry out their responsibilities faithfully and effectively, placing the interests of the company and society ahead of their own. This process is facilitated through the establishment of appropriate reporting and control structures within the organisation.

Audit committee

The Audit Committee consists of an approved executive from the company’s designated advisor and three non-executive directors who are appropriately qualified for their roles on the committee. One of the non-executive directors would be deemed ‘independent’ in terms of Section 269A of the Companies’ Act 1973 and as introduced by King II. The committee assists the board with all matters relating to external reporting and risk management including:
reviewing publicly released financial information;
establishing processes for monitoring the effectiveness of internal controls and safeguarding of assets;
developing risk management strategies;
statutory duties

The company has an audit committee which reviews the effectiveness of internal control in the group with reference to the findings of the auditors. Other areas covered include the review of important accounting issues, including specific disclosures in the financial statements and a review of the major audit recommendations. The Audit Committee appoints its own chairman.

Legislative issues

The group participates in both industry and corporate responses to proposed government legislation affecting the group. In addition, the group also engages directly with the relevant government departments where appropriate.

Accounting and internal controls

The board has established controls and procedures to ensure the accuracy and integrity of the accounting records and to provide reasonable assurance that assets are safeguarded from loss or unauthorised use and that the financial statements may be relied upon for maintaining accountability for assets and liabilities and preparing the financial statements. The directors’ responsibility statement is set out on page ??

External audit and auditors

The group’s auditors are Deloitte & Touche who perform an independent and objective audit on the group’s financial statements. Interim reports are not audited nor reviewed, but are discussed with the auditors. The auditors have unrestricted access to the audit committee and are invited to attend all audit committee meetings. The re-appointment of the auditors is reviewed annually by the audit committee.

Communication with stakeholders

The company is committed to a policy of effective communications and engagement with its stakeholders of issues of mutual interest and subscribes to a policy of open, frank and timeous communication of its activities on both financial and non financial matters.

Insider trading

The company enforces a restricted period for dealing in its shares, in terms of which any dealings in shares by directors and senior personnel is disallowed by the board from the time that the reporting period has lapsed to the time that the results are released, and at any time that such individuals are aware of unpublished, price sensitive information, whether the company is trading under cautionary announcement as a result of such information or not.

The policy of any dealing in shares by all directors and senior personnel is that clearance must be obtained from the Chairman of the board or the CEO and the designated advisor copied. If any of the above persons requires clearance, the other person will approve such transaction.

Company Secretary

The company secretary is required to provide the members of the board with guidance and advice regarding their responsibilities, duties and powers and to ensure that the board is aware of all legislation relevant to or affecting the company. The company secretary is required to ensure that the company complies with all applicable legislation regarding the affairs of the company, including the necessary recording of meetings of the board, board committees and shareholders of the company.

Designated Advisor

In accordance with the JSE Limited’s Listings Requirements relating to the companies listed on the Alternative Exchange, the company is required to appoint a designated advisor. The company’s designated advisor is PriceWaterhouseCoopers Corporate Finance (Pty) Ltd.