The group’s corporate governance is a dual process, the first is regulated by statute, which is imposed by law, whilst the second is developed by the board and implemented as well as maintained by the management of the company. Trustco operates in a highly regulated environment. The board plays a pivotal role in the group’s corporate governance structure. The board considers the environmental, social and governance (ESG) impact for all stakeholders when making decisions. The board’s deliberations and approach to corporate governance is that of intellectual honesty and transparency. The board’s mandate is to act in the best interest of the company, considering the interest of all stakeholders. The role of the board is focused on exercising sound leadership and independent judgement to lead ethically beyond mere legal compliance. The board is committed to maintaining the highest standard of corporate governance and transparency as key components to achieving the vision and growth strategy of the group, as well as to ensure long-term sustainability whilst protecting stakeholder value.
The board also advocates adherence to sound governance principles by all entities within the group. The structure within the group is constantly revisited and optimised to ensure that all unlisted subsidiaries and associated companies endorse the principles of the King IV report or the NamCode (Corporate Governance Code of Namibia). Subsidiary entities must further comply with the regulations and requirements of the Namibia Financial Institutions Supervisory Authority (Namfisa) and Bank of Namibia (BON).
Effective corporate governance forms part of Trustco’s investment assessment criteria and risk management which are further monitored on a continuous basis by non-executive and executive board representation on investee companies’ boards. Trustco acts as an investment entity and accordingly all references to the group refer to the company and its subsidiaries. All subsidiaries are operated and managed as independent entities with independent boards. Trustco, together with some of its other subsidiaries render management and support services to its businesses and recovers its costs through benchmarked fees for services rendered.
ETHICAL TONE AT THE TOP
Setting an ethical tone from the top demands that the board and senior management in the group find ways to connect with stakeholders inside and outside the group.The board and senior management openly communicate their values on an ongoing and transparent basis, using different platforms and distribution systems. While the board establishes core values and principles, management leads by example and actions are guided by either positive or negative reinforcement.
Developing a sense of shared values – a set of beliefs against which all decisions can be measured and tested – is the basis on which long-term strategies and successful implementations are built. Failure to align ethics and values to business strategies and the execution of operating plans bears potential high risk. The board, management and employees of Trustco work together with common interests and shared values to achieve a common goal.
An objective of corporate governance remains to ensure that shareholders wealth is maximised and protected.