Commitment to Governance
Ethos Capital is committed to the principles of sound governance and application of the highest ethical standards in the conduct of its business and affairs. The Board is committed to the principles of diligence, honesty, integrity, transparency, accountability, responsibility and fairness. The Directors accept full responsibility for the application of these principles to ensure that the principles of good corporate governance are effectively practised throughout Ethos Capital. Furthermore, the Board understands and accepts its responsibility to the Shareholders of Ethos Capital and endeavours to ensure that Ethos Capital conducts its business in the best interests of these Shareholders.
The Board is responsible for ensuring that Ethos Capital complies with all of its statutory obligations as specified in the Constitution, the Mauritian Companies Act, the Listings Requirements and all other applicable regulatory requirements. The Directors endorse the King Code and recognise the need to conduct the affairs of Ethos Capital with integrity and in accordance with generally accepted corporate practices. In discharging this responsibility, the intention is to apply the principles of the King Code in both letter and spirit. The Directors recognise that they are ultimately responsible for the financial performance of Ethos Capital. The Directors have proactively taken steps to ensure compliance with the Listings Requirements (save as exempted or where the JSE may provide dispensation) and the application of the principles of the King Code.
A full analysis of the steps taken by Ethos Capital to comply with the King Code is set out in Annexure E of the pre-Listing Statement and will also be available on Ethos Capital’s website at www.ethoscapital.mu from 18 July 2016 until 1 August 2016. It should be noted that, Ethos Capital, as an investment entity, does not have, and will not conduct, traditional operations, and thus not all the traditional corporate governance structures, envisaged by the King Code, are appropriate, to Ethos Capital and its business as an investment entity.
As at the date of the Pre-listing Statement, the Board consists of five independent Non-executive Directors. Furthermore, none of the Directors are employed by, professional advisers to or associated with Ethos Private Equity, hence the Board is independent from Ethos Private Equity. The majority of the Directors are not South African residents, and Board meetings and Board committee meetings will be held in Mauritius.
The Board is chaired by Yvonne Stillhart, an independent Non-executive Director.
Ethos Capital has adopted the Board Charter evidencing a clear balance of power and authority at board level to ensure that no one director has unfettered powers of decision making.
The Board meets at least twice per year in Mauritius, with additional meetings called if necessary or desirable. Information relevant to a meeting is supplied on a timely basis to the Board, ensuring Directors can make informed decisions. The Directors have unrestricted access to information about Ethos Capital and its management and, where appropriate, may seek independent professional advice on matters concerning the affairs of Ethos Capital, at Ethos Capital’s expense.
Please click here for a copy of the Ethos Capital Board Charter.
The Board has constituted the Investment Committee of experienced individuals skilled in the investment industry. The members of the Investment Committee are Michael Pfaff and Derek Prout-Jones. The Investment Committee will meet, as required. The Investment Committee will assist the Board with the following aspects of Ethos Capital’s business:
- investment analysis and proposing investment decisions, including Primary Investments, Secondary Investments, Direct Investments and Temporary Investments, to the Board;
- regular interaction with the Senior Advisers provided to Ethos Capital to fulfil their roles as Chief Executive Officer and Chief Financial Officer, in particular regarding the Ethos Funds’ investment pipelines and managing Ethos Capital’s liquidity profile;
- participation and membership on the advisory boards of Ethos Funds;
- representing the interests of Ethos Capital on the investee company boards; and
- Shareholder engagement.
The Investment Committee will have ad hoc meetings to consider investment opportunities, as required.
Audit & Risk Committee
The Ethos Capital Audit and Risk Committee is chaired by independent Chairman, Kevin Allagapen, with Yuvraj Juwaheer and Derek Prout-Jones as the other committee members. The Committee provides independent oversight and reporting of the Ethos Capital financial control and reporting, risk management, compliance with corporate governance and the JSE listing requirements.
The committee is responsible for ensuring fair and responsible remuneration and the disclosure and reporting of remuneration matters. Yuvraj Juwaheer is the chairman of Ethos Capital’s Remuneration committee. Other committee members are Kevin Allagapen and Michael Pfaff.
Conflicts of interest
Rigorous internal policies and guidelines reduce the instances when conflicts of interest arise and address conflicts that do arise in a way that protects and deals fairly with the interests of all stakeholders.
Relationship with investment companies
Ethos Capital represent the interests of shareholders and monitors the on-going performance of Fund portfolio companies, via reporting from the Investment Advisor.
In all communications with Shareholders, the Board aims to present a balanced and understandable assessment of Ethos Capital’s position. This is done through adhering to principles of openness and substance over form and striving to address material matters of significant interest and concern to all Shareholders. Ethos Capital will prepare, and distribute to Shareholders, an annual integrated report, as a primary form of communication with Shareholders, in accordance with applicable laws and regulations.
Subject to the applicable laws and regulations, communication with institutional Shareholders and investment analysts will be maintained through periodic presentations of financial results, one-on-one visits, trading statements and press announcements of interim and final results, as well as the proactive dissemination of any information considered relevant to investors and Shareholders.
Broad-based Black Economic Empowerment compliance
Please click here to read Ethos Capital's B-BBEE Compliance Report