Invicta endorses the Code of Corporate Practices and Conduct, as well as the King II Report on Corporate Governance. Ongoing enhancement of corporate governance principles is a global movement and is fully supported by the Board and management. Invicta will continue to adopt, as appropriate, existing and new principles, which advance good practical corporate governance and add value to the Group’s business activities.
The Board is of the opinion that the Group has, in all material respects and where relevant, complied with the Code during the year under review.

KING III RECOMMENDATIONS

The King Code of Governance for South Africa 2009 (King III) and its Code of Governance Principles were launched on 1 September 2009 and came into effect and replaced King II on 1 March 2010. The proposed new Companies Act, also contains governance requirements. King III has adopted an “apply or explain” approach. The Audit Committee is in the process of reviewing and amending its corporate governance practices with a view to complying with the requirements of the new Companies Act and the King III recommendations.

INTRODUCTION

The Group’s policy is to conduct its business with honesty and integrity and with the highest standard of personal and corporate ethics. This includes the promotion, enhancement, development and protection of the business interests, reputation and goodwill of the Group.

CODE OF ETHICS

The Board adopted a formal code of ethics during 2004, which seeks to ensure that a relationship of trust and shared values is built up with both employees and external stakeholders. The key pillars of the code include adherence to the legal framework of the country and ensuring that the Group is not brought into disrepute, against the overriding background of transparency in all transactions.

BOARD OF DIRECTORS

Composition

The names and brief resumès of the directors appear on pages 4 and 5 of this 2010 Annual Report.

The Board currently comprises of eight directors and two alternate directors. Four directors qualify as non-executive directors, of whom two also qualify as independent directors in terms of the King II Report.

The Company’s Articles of Association provide for the retirement of not less than one third of the directors based on longest service. This year Mr C Barnard, Mr AM Sinclair and Mr RE Sherrell retire in terms thereof. Messrs Barnard and Sinclair, being eligible, offer themselves for re-election. Mr Sherrell, has, due to ill-health, decided not to offer himself for re-election.

Mr LR Sherrell and Adv JD Wiese both accepted nomination to the Board and have offered themselves for election.

The directors have considerable business experience and an excellent understanding of the Group’s business.

Board effectiveness reviews were conducted during the year under review, and further reviews will be conducted at appropriate intervals.

Chairman and CEO

The roles of chairman and CEO are separate. The managing directors and CEOs of the operating subsidiaries and divisions report to the Group CEO of Invicta, who in turn reports to the Board.

The Board is satisfied that no one individual director or block of directors has undue power over decision-making.

Professional advice

All directors have access to the company secretary and management and are entitled to obtain independent professional advice at the Company’s expense if required.

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