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Corporate Governance

The Group’s governance framework covers both corporate governance and business governance. It includes corporate governance processes that support business governance, enabling companies to focus on areas that create value in their business.

Hayleys is committed to doing what is right in its business and places a greater emphasis on the quality of its profits. In practice, this means that everyday we strive to uphold the trust our stakeholders; shareholders, customers, employees, communities and Government Authorities have placed in us, by being ethical and transparent in the continuing pursuit of our Vision and Mission and practice of our Values.

The Group’s governance framework covers both corporate governance and business governance. It includes corporate governance processes that support business governance, enabling companies to focus on areas that create value in their business. We strive to achieve a balance between accountability and assurance (conformance) on the one hand and value creation and resource utilisation (performance) on the other. Thus we believe our business governance and corporate governance complement each other, as depicted below:

Conformance (corporate governance) covers issues such as Board structures, senior management roles and processes. Performance (business governance) focuses on strategy and value creation.

Business Governance

Business governance provides an integrated framework to help the Group focus on both the drivers of value that move the business forward and the need to ensure adequate control and oversight. An overview of our business governance is given in the following diagram:

Strategic Direction

Group strategies are subjected to a comprehensive annual review by the Board and are revisited as necessary during the year. The HGMC has been delegated authority to formulate strategies in respect of business units, seek approval for such strategies and implement them within the policy framework established by the Board. The annual budgeting process documents sector strategies and near-term objectives. The sectors are required to align their strategies with the Group and Sector/Company Key Performance Indicators (KPIs).

Strategic Implementation

The main businesses of the Group operate under seven clusters - Global Markets and Manufacturing, Agriculture and Plantations, Transportation and Logistics, Leisure and Aviation, Consumer Products, Power and Energy, BPO and Shared Services. The achievement of targets through implementation of strategies formulated, current performance and the short-term outlook are reviewed at HGMC meetings which are held monthly. Further, focused discussions take place at monthly cluster meetings.

Strategic Risk

The Board in understanding current business performance strives to ensure that there is transparency around significant risk exposures. It encourages a culture where there is open debate and discussion on the risks faced in achieving business objectives and on new projects and key investment initiatives. In providing strategic direction, the Board will obtain and review all strategic options and initiatives under consideration. This will comprise an analysis of the options, resource constraints and related risk exposures to facilitate informed decision making. The process involved in undertaking a new project is outlined below:

Corporate Governance

Hayleys PLC is the Holding Company of the Hayleys Group. The Group consists of businesses which are actively managed by Hayleys and a few passive investments. However, Hayleys will seek greater influence in strategic direction of the businesses in which it has hitherto taken the role of a passive investor.