Sanlam’s Board takes ultimate accountability for the long-term sustainability of the business. The Group has a comprehensive and entrenched governance approach that enables sustainable value creation for stakeholders.
The Group’s key governance principles, based on the King Code of Governance Principles (King III), are facilitated and integrated throughout the business by Sanlam’s Board and its various board committees, including the SES committee. This ensures company-wide compliance.
In November 2016, the Institute of Directors in Southern Africa released the King IVTM Code on Corporate GovernanceTM (King IVTM). King IVTMreplaces King III in its entirety. While the Group has not yet implemented King IVTM (King IVTMis effective in respect of financial years starting on or after 1 April 2017), Sanlam is committed to supporting its principles and practices in the next reporting cycle.
Principle our of King IVTM states that “the governing body should appreciate that the organisation’s core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process.”
King IVTMadvocates integrated thinking, which takes account of the connectivity and interdependencies between the factors that affect an organisation’s ability to create value over time.
Integrated thinking underpins all of the following:
Sanlam views sustainability as a long-term economic imperative and as a social and moral duty. Therefore, environmental, social and corporate governance issues remain high on the Group’s agenda. The SES committee assists the Board with its sustainability as well as its social and ethical responsibilities. The SES committee further manages and monitors the Group’s sustainability performance. The SES committee reports the progress of Sanlam’s sustainability journey through quarterly feedback to the Board, and to stakeholders through the yearly production of Sanlam’s Annual Reporting Suite.
Effective governance is ensured by clear roles and mandates for the Board, the committees and the executives. These are encapsulated in the Board and committee charters and are updated annually. The SES committee was established in terms of Section 72 and Regulation 43 of the Companies Act, 71 of 2008, as amended (the Act).
The committee’s statutory functions are set out in the above-mentioned regulation and are supplemented as set out in the committee charter.
The SES committee undertakes a quarterly review of all sustainability-related material. This includes reports on legal, regulatory and ethical compliance, transformation, environmental management, sustainability risks, activities of the Sanlam Foundation, and stakeholder engagement.
Three mandated criteria form the basis of the SES committee’s fiduciary duties, as described in the Companies Act and King III.
These criteria provide a measure against which the effectiveness of the SES committee is tested. To this end, the SES committee:
Sanlam subscribed to the Ten Principles of the UNGC in February 2008 and has since addressed particular goals through its activities. The infographic below illustrates how the six capitals are applied to these goals, and sets out specific achievements from 2016:
The Group’s long-term performance depends on sound governance and a solid foundation of behaviour that is professional and ethical. This is linked to Sanlam’s reputation and the trust established between the Group and its clients, employees as well as the broader society in which Sanlam operates. Therefore, the Group is committed to ensuring that its business relationships reflect personal integrity, respect for human dignity, honesty and a commitment to do what is right, fair, reasonable and lawful.
The Group has five clusters, each of which is responsible for the management of its various operations. These clusters are managed on a federal basis and have delegated authority levels and governance standards set by the Sanlam Limited Board (the Board) and the respective industries in which they operate.
The clusters have their own boards of directors governing the execution of these principles and standards.
The Group is held together by a shared business philosophy that creates a ‘One Firm’ firm.
The shared business philosophy encapsulates the following characteristics:
Sanlam’s shared business philosophy aims to achieve the following outcomes:
This shared business philosophy is underpinned by the Group’s Code of Ethical Conduct (the Code), which, in turn, embodies Sanlam’s core values:
The key principles of the Code that govern behaviour are:
The Code applies to all Sanlam businesses and employees and serves as a guide to ensure that the highest level of integrity and ethical conduct is upheld at all times. The Sanlam Way de nes the values and behaviours of the Group, whereas the Group Business Philosophy sets out the most appropriate approach for how the Board, executives and other employees should conduct themselves in the implementation of the Group strategy.
These guidelines set the standard for effective, ethical leadership and compliance.
Sanlam’s Group Ethics committee functions as a sub- committee of the Sanlam Group Executive committee, under the chairmanship of the Group Chief Risk Officer and Chief Actuary, and includes representatives from all the business clusters and divisions.
The Ethics committee monitors compliance with the principles underlying the Code and investigates all matters brought to its attention, when necessary.
Reporting ethical breaches
The following reporting channels are set out by the Code.
All stakeholders can report perceived incidents of misconduct or breaches of the Code to Sanlam.
All instances of undesirable conduct or ethical breaches reported to Sanlam are investigated and processes are in place to track, report and finalise all reports received. The Head of Group Compliance and Forensics in the Group Compliance Office (GCO) serves as the entry point for all reports received via the Fraud and Ethics Hotline. The GCO then assigns reports made via the Fraud and Ethics Hotline to the appropriate business unit or department in Sanlam for investigation and remedial action, while tracking the report to its resolution.
Group HR monitors the numbers and types of disciplinary measures, hearings, dismissals, and Commission for Conciliation, Mediation and Arbitration (CCMA) cases. This provides Sanlam with a measure of the Group’s ability to instil a values-based culture among employees, with strong adherence to Sanlam’s ethical and operating standards.
Financial crimes and forensics
Sanlam’s Group Forensic Services unit oversees the implementation of Sanlam’s strategy for the prevention, detection and investigation of incidents of financial crime and unlawful conduct.
Quarterly reports are submitted by Group Forensic Services to the Sanlam Risk and Compliance as well as the SES committee on which trends, if any, were observed in the incidences of financial crime and unlawful conduct in the Group, and on the measures taken to prevent, detect, investigate and deal with such conduct. The reports also keep the Risk and Compliance as well as the SES committee informed of regulatory or other developments in respect of financial crimes that may impact Sanlam.
The entry-level markets in South Africa, Rest of Africa, India and South-East Asia have been identified as growth opportunities for the Group. The preference for entry into emerging markets outside of South Africa is to form partnerships either through joint ventures, or by expanding and leveraging existing ventures through the Sanlam Emerging Markets (SEM) cluster.
Organic and structural growth in these markets requires extensive coordination and, as such, carries a degree of risk. Primarily, the risk of poor governance and unethical conduct is at the forefront of SEM’s concerns, and ensuring social and ethics compliance in the emerging market businesses is a priority for the cluster. SEM conducts extensive due diligence before entering into long-term agreements with diversi cation partners to ensure that the core values and goals of both parties align.
Compliance with Sanlam’s governance framework is compulsory for all SEM subsidiaries and is actively promoted by SEM to associates.
Sanlam’s governance framework aligns all business units and geographies with the following:
All subsidiaries are expected to adopt the Group’s Code of Ethical Conduct, as well as to establish appropriate channels to raise concerns and report misconduct or a breach of ethics. Where an in-house whistle-blowing facility is not available, the KPMG whistle-blowing facility used by Sanlam in South Africa is made available to subsidiaries for implementation.
SEM’s oversight function further enables the cluster to assess the ethics and compliance standard of subsidiaries and identify where risk management, and ethics and compliance skills gaps exist. SEM then assists where appropriate with support from the centre in developing skills, policies and frameworks to strengthen the governance controls of Sanlam’s network of emerging market subsidiaries.
To further support ethics in emerging markets, all companies are expected to con rm compliance with Sanlam’s governance principles in their annual board representation letters. In addition, the Group conducts rolling risk management maturity assessments. There is also a strong focus on increasing awareness and knowledge of the non-negotiable role ethical conduct plays in the success of Sanlam among SEM employees and management, as well as subsidiary companies. Interventions in subsidiaries included the following:
The Sanlam WealthsmithsTM brand is the Group’s most valuable intangible asset. The logo was updated in 2014 and a new positioning and brand architecture was developed. The first rebranding of Sanlam partner businesses in Mozambique, Uganda and Tanzania was initiated in 2015, with the roll-out extending to Zambia and Kenya in 2016.
As the brand is rolled out, Sanlam is faced with increased reputational risk. One of the challenges is that of ensuring consistency of application and execution, while recognising that marketing resources di er between territories and market development is at varying levels of maturity.
The brand office adopted the concept of a virtual marketing team and was the first corporate body in South Africa to introduce software that forms a globally recognised, society- and content-leading marketing management system. The system creates a governance structure for all brand-related activities and material. It facilitates complete visibility, centralises sign-off and makes available a virtual library of collateral.
The new system will ensure consistency in all jurisdictions, drive innovation and implement best practice. It will ensure that all Sanlam brand operations are true to the brand and The Sanlam Way, and that all reflect the essence of what the business is, what Sanlam does and what it believes in.
The Group supports regulatory initiatives that bene t clients and strengthen its ability to create value for stakeholders as this strengthens resilience and ensures the long-term sustainability of the business. However, while the Group is committed to the implementation of new regulations, it also recognises the potential of new regulations to create a range of risks that may enforce or increase barriers to entry. The Group’s approach is to seek out opportunity and thus improve its offering by proactively working with regulators to implement appropriate regulations.
The Group actively participates in the development of the financial services industry in the markets where it operates. In South Africa:
Similarly, outside of South Africa, the Group participates in the development of local regulatory frameworks by leveraging off the South African experience.
The Group’s participation adds value by:
Regulatory changes are tracked continuously through SEM with the most significant reforms emerging in Botswana, Namibia, Malaysia, Malawi, Kenya and Ghana.
The regulators across Africa maintain a good working relationship with the South African FSB, especially in light of the Group supervision being introduced as part of Solvency Assessment and Management (SAM). The benefit of this approach for the Group is that most of the developments in the rest of Africa follflow South African legislation, which makes implementation much more efficient from a Group perspective. The main current as well as anticipated developments in the countries where the Group currently operates relate to Treating Customers Fairly (TCF) and risk-based solvency requirements (which are equivalent to SAM).
The shift from rule-based to principle- or outcome-based regulations provides businesses with greater freedom to implement suitable and relevant controls to achieve the intended outcomes.
This is beneficial in the financial services industry, which is built on a business model that requires long-term valuations and assumptions. However, the uncertainty created by numerous and uncoordinated regulatory proposals affects strategic decisions, investment choices, innovation and product design. To manage this risk, the Group has implemented various projects in anticipation of pending legislation. This enhances the Group’s ability to comply with new regulations efficiently, once legislation or policy is nalised. Furthermore, it will ensure that Sanlam is positioned to capitalise on new market opportunities as well as manage and mitigate any risks that may arise. This protects the Group’s ability to create wealth for itself, its customers and the broader society in which Sanlam operates.
Sanlam embarked on its group-wide party due diligence (PDD) project to address the challenges posed by international legislation and standards aimed at combating financial crimes such as corruption, bribery, money laundering, the nancing of terrorism and tax evasion. Although such legislation and standards may originate from jurisdictions outside of South Africa, the extra-territorial application of these measures requires compliance from internationally active financial institutions such as Sanlam.
Examples of international legislation and standards relevant to Sanlam include the United Kingdom’s Anti-Bribery Act (UKBA), the United States of America’s Foreign Account Tax Compliance Act (FATCA), the OECD’s common reporting standards (CRS) for the automatic exchange of tax information and the Financial Action Task Force’s (FATF) international standards on anti-money laundering (AML) and countering the nancing of terrorism (CFT).
To date, Sanlam has made good progress with its PDD project.
Sanlam’s privacy protection project is aimed at ensuring Sanlam’s compliance with data protection regulations, speci cally the Protection of Personal Information (POPI) Act, 4 of 2013 (the Act). Although POPI was enacted in 2014, no indication has yet been given as to when the legislation will come into e ect. Sanlam’s nal response to POPI is dependent on the regulations to be issued in terms of the Act and the industry codes of conduct provided for in POPI. The delay in the promulgation of an effective date for POPI continues to frustrate Sanlam’s e orts to implement measures to ensure compliance with the Act. Sanlam businesses have revisited all initial gap analyses performed previously to identify measures that can be implemented as part of business-as usual initiatives free from any dependencies on POPI Regulations or codes of conduct.
The Group was implicated in the following incidences of legislative and regulatory non-compliance:
The aforementioned contraventions and fines are neither materially nor monetarily significant. However, the Group takes seriously any contravention of regulations or legislation as it subscribes fully to the principles of good governance and complies with applicable industry regulations and legislation in and beyond South Africa. To mitigate this risk, Sanlam embeds a culture of compliance training in all its operations.
Individual business operations are responsible for ethics training, supported by the Group Compliance Office (GCO). Periodic (usually annual) and mandatory electronic ethics and compliance training programmes are facilitated through Sanlam’s SAP HR system. This process is also used as a platform to ensure that employees are familiarised with the most relevant regulatory developments.
Sanlam also participated in a number of external ethics initiatives during the year:
A number of initiatives by Sanlam businesses to promote ethical conduct were also reported in 2016:
To foster an ethical society, the Group engages in external initiatives that endorse ethical behaviour and business practices.
Sanlam is a member of the UNGC and subscribes to the ten UNGC Principles that deal with human rights, labour, the environment and anti-corruption measures. Sanlam is represented on and currently chairs the UNGC’s Working Group on the 10th Principle, which is focused on fighting corruption.
Internally, the Sanlam Board promotes the highest standards of corporate governance. The Group endorses the principles of King III and will transition to compliance with King IVTMin the next reporting cycle. Sanlam also complies with the requirements of good corporate governance as stipulated in the FTSE/JSE Responsible Investment Index. The Group’s PDD project aims to improve Sanlam’s ability to combat money laundering, the financing of terrorism, corruption and bribery, and tax evasion.
To minimise the risk of internal corruption and unethical business practices, Sanlam ensures that:
The agenda of the Sanlam Board focuses on Group strategy, capital management, accounting policies, financial results, dividend policy, human resource development, and corporate governance and JSE requirements. The Sanlam Life Board is responsible for statutory matters across all Sanlam businesses as well as monitoring operational efficiency and risk issues throughout the Group.
In respect of separately listed subsidiaries, this is done within the limitations of sound corporate governance practices.
The role of Group Risk Management is to set Group standards and guidelines, coordinate and monitor risk management practices and ultimately report to the Sanlam and Sanlam Life Boards.
The Group is proactive in undefirstanding and managing the risks it is exposed to and ensures that capital is allocated where most value can be added for the risks assured.