Mhlume Factory
Mhlume Factory

Corporate Governance


RSSC is committed to best Corporate Governance practices and is in this regard  guided by, inter alia, the code of corporate practice and conduct contained in King III Report on Corporate Governance (King III) and other international guidelines on Corporate Governance. Recommendations on best corporate governance practices are continuously being considered with a view to implementing those that are deemed applicable and suitable for the Group’s circumstances.The responsibility for good corporate governance lies with the Board of Directors. The Board understands that effective governance practices should be embedded in all its business processes rather than following a tick-box approach. Pursuant to the detailed exercise undertaken by the Board to benchmark the group’s governance practices against the principles set out in the King III report which came into effect in March 2010, work had been started to improve certain existing governance practices to achieve alignment with King III. Where application of the principles has been identified as unsuitable for the Group’s circumstances, this is clearly explained in this report and where appropriate other controls put in place to ensure good governance.
The Board of Directors

Board Composition

As recommended by the King II and King III Reports,  RSSC  has a unitary board. The majority of the directors are non-executive directors including one director elected exclusively by small shareholders. The directors are appointed by shareholders and are therefore regarded as non-independent within the definition of King III.  The  Board however holds the view that given their integrity and credibility, directors are able to make independent and objective input into the decision making process in the best interests of stakeholders. The diverse backgrounds of directors ensure that they bring in a wide range of skills, knowledge, experience, insight and independent judgement to board deliberations.

Board Responsibilities

The Board has an approved Board Charter which defines the powers and responsibilities of the Board as the custodian of corporate governance and in pursuit of its continuing objective to provide responsible business and ethical leadership with due regard to the interests of shareholders and stakeholders.  In line with the terms of the Board Charter, the directors  are responsible to the shareholders for setting the direction of the company, establishing  strategic objectives and policies, ensuring the integrity of the company’s management of risk and internal controls and ensuring that the company complies with all relevant legislation and also promotes high standards of corporate governance. The board meets quarterly and special meetings are convened from time to time where considered necessary.  Members of the Executive Committee attend board meetings to ensure comprehensive reporting to directors. The directors are briefed by management on an ongoing basis on material issues. This enables the board to monitor inter alia progress on implementation of the Group’s strategy and objectives, operational and financial performance of the business, key risk matters and major company initiatives.The directors are subject to retirement by rotation on a yearly basis in accordance with the Group’s Articles of Association.   

Chairman and Managing Director

 The respective positions of Managing Director and Chairman are separate to ensure a balance of power such that no one individual has unfettered powers of decision making. The Chairman is a non-executive director and is responsible for providing overall leadership of the board and representing the board to shareholders.The Chief Executive officer on the other hand is accountable to the board and is responsible for ensuring the implementation of policies and strategies adopted by the board. In addition he is responsible for developing and recommending to the board a long term strategy and a vision for the group that will generate stakeholder value. He is also responsible for developing and recommending to the board annual business plans and budgets that support the group’s long term strategy.

Board sub Committees

Specific responsibilities have been formally delegated to board committees, which have been established in order to assist the board in the performance of its various functions and discharging its collective responsibility for corporate governance. In executing their duties, committees have access to specialist advice where necessary.   Each committee acts according to written terms of reference approved by the board. All committees’ terms of reference are being reviewed to facilitate implementation of  agreed upon King III principles .  Delegation of responsibilities to sub committees does not discharge the Board of its accountability. Towards this end, Board Committees report and make their recommendations to the board, which is ultimately accountable and responsible for the performance and affairs of the group. Full reports of the committees to the board include the submission of minutes of their meetings for discussion, noting and further instruction by the board.

The Company Secretary

The Company Secretary, plays a pivotal role in the company’s governance processes and is responsible for among other things the duties outlined in the King III report.  All directors, individually and collectively have access to the advice and services of the company secretary. Appointment and removal of the Company Secretary are matters of the board as a whole.The Secretary, who also serves as a compliance officer, ensures that all board proceedings and meetings are conducted in full compliance with laid down procedures, applicable rules and regulations, relevant statutes and the requirements of the Swaziland Stock Exchange.


Below the level of the board, key management decisions are made by the Managing Director, Executive Committee and other management committees. The Managing Director holds delegated authority from the board in order to achieve corporate objectives. In turn the Managing Director has delegated authority to management committees and individual members of the management team. These committees assist the Managing Director to guide and control the overall direction of the business, to monitor business performance and serve as a medium of coordination between the various business units. The Managing Director however remains accountable to the board for all authority delegated to him.

Stakeholder Relations

The board recognises that effective communication is integral in building stakeholder value and is committed to providing meaningful, transparent, timely and accurate financial and non-financial information to all its stakeholders. Communication with investors and shareholders is done through financial statements, interim reports and any other publications required by regulation. Shareholders are encouraged to attend the Annual General Meeting of the company, which provides them the opportunity to discuss pertinent issues with all the board members. 

Employee Participation

The Group employs a variety of participative structures to deal with issues that affect employees directly and materially. The group is committed to creating a working environment in which employees are encouraged to become involved in its affairs and to obtain a sound understanding of its activities. This is achieved through employee forums operating throughout the group and the regular publication of internal communiqués. 


Guided by the principles of corporate governance detailed in King Reports, the group is committed to high standards of legal and ethical behaviour in the conduct of its business. This commitment is underpinned by the existence of a Code of Conduct which provides guidelines in shaping decisions and actions of RSSC staff in the pursuit of its business and interactions with stakeholders. The Code requires that at all times, all company personnel act with utmost integrity, objectivity and in compliance with the letter and the spirit of both the law and company policies.   Through an established “whistle blowing” facility operated by an independent firm of auditors, employees and the general public are afforded the opportunity to report, on an anonymous basis any activities that they may consider suspicious. All matters received through the line are investigated, appropriately resolved and reported upon to the Risk Committee.


An environmental Policy is in place and it is aimed at facilitating and ensuring the adoption of responsible strategies and processes for the management and control of the impact of RSSC’s operations on the environment. The Group’s risk management officers are responsible for the continuous monitoring of environmental risk and environmental incidents.  The thrust of RSSC’s policies on the environment is to ensure that the impact of the company’s activities are monitored and measured and efforts made to avoid and/or mitigate negative effects as well as ensure compliance with environmental laws.