Capricorn : 2023 Capricorn_King_IV

King IV™

King IV™ principles disclosure map

Having adopted the principles of the King IV Report on Corporate Governance™ for South Africa 2016 ("King IV™")1, the Group endeavours to explain its application of appropriate principles and is transparent about where it chose not to follow the recommended practices. The following table provides a high-level overview of responses to the 16 applicable King IV™ principles. Where relevant, we reference other areas of the report where detailed information can be found.

We have indicated the level of application and explanation of the	Maturity of disclosure	Icon
Group's King IV™ disclosure with icons to indicate the maturity of
such disclosure:	Effective disclosure
	Disclosure to be refined
	Disclosure to be improved

Principle	High-level disclosure	Reference for	Maturity of
further information	disclosure

1 The board of directors should > Directors' training included ethics, AML,

lead ethically and effectively.	CTF & CPF and contingency funding
	> Attendance of board and committee
	meetings
	> Arrangements by which members are
	held accountable for ethical and effective
	leadership, including codes of conduct
	and performance evaluations

Governance report and integrated report Governance section on pages 64 - 69

2 The board of directors should govern the ethics of Capricorn Group in a way that supports the establishment of an ethical culture.

• Arrangements for governing and managing ethics
• Implementation of ethics strategy
• Future focus areas and training
• All directors completed Ethics training

Governance report and integrated report Governance section on pages 64 - 69

1 Copyright and trademarks are owned by the Institute of Directors in Southern Africa NPC and all of its rights are reserved.

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Principle	High-level disclosure	Reference for	Maturity of
further information	disclosure

3 The board of directors should ensure that Capricorn Group is and is seen to be a responsible corporate citizen.

• Activities of the Capricorn Foundation
• Arrangements for governing and managing responsible corporate citizenship
• Measures taken to monitor corporate citizenship
• #Changemaker Employee community outreach programme
• Brand positioning of "Connector of Positive Change" internally and externally

Social value report and Social and Ethics report on pages 70 to 72 of the integrated report

4 The board of directors should appreciate that Capricorn Group's core purpose, its risks

and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process.

• Integrated report
• Corporate governance disclosures
• Annual financial statements

Strategy section on pages 34

• 38 of the integrated report Material matters section on pages 26 - 32 of the integrated report
  Risk report

5 The board of directors should ensure that reports issued by Capricorn Group enable stakeholders to make informed assessments of the Group's performance, and its short, medium and long-term prospects.

• Integrated report
• Corporate governance disclosures
• Annual financial statements

Governance Report and Investment case on page 11 of the integrated report

6 The board of directors should serve as the focal point

and custodian of corporate governance at Capricorn Group.

• Board charter reviewed regularly
• Number of meetings and attendance
• Statement on whether the Board is satisfied that it has fulfilled its responsibilities

Governance report and integrated report Governance section on pages 64 - 69

7 The board of directors should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively.

• Statement on whether the Board is satisfied that its composition reflects the appropriate mix
• Targets set for gender and race representation
• Members' profile details, including qualifications, experience and age of each member.
• Comprehensive induction process
• Statement that the chair is considered to be independent
• Appointment of Lead Independent Director

Governance report and integrated report Governance section on pages 64 - 69

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Principle	High-level disclosure	Reference for	Maturity of
further information	disclosure

8 The board of directors should ensure that its arrangements for delegation within its own structures promote independent judgement and assist with balance of power and the effective discharge of its duties.

For each committee:

• Overall role and associated responsibilities and functions
• Composition, including each member's qualifications and experience
• External advisors or invitees
• Key focus areas during the reporting period
• Number of meetings held and attendance
• Statement on whether the committee is satisfied that it has fulfilled its responsibilities in accordance with its terms of reference for the reporting period

Additional disclosure for audit committee and technology and information

Governance report and integrated report Governance section on pages 64 - 69

9 The board of directors should ensure that the evaluation of its own performance and that of its committees, its chair and its individual members, support continued improvement in its performance and effectiveness.

• Performance evaluation detail and approach
• Evaluation results and remedial actions taken
• Statement on satisfaction and whether the evaluations are improving the board's performance and effectiveness

Governance report and integrated report Governance section on pages 64 - 69

10 The board of directors should ensure that the appointment of, and delegation to, management contribute to role clarity and the effective exercise of authority and responsibilities.

• Delegation of authorities framework statement on contribution to role clarity and the effective exercise of authority and responsibilities
• Arrangements for accessing professional corporate governance services and whether these are effective

Governance report and integrated report Governance section on pages 64 - 69

11 The board of directors should govern risk in a way that supports Capricorn Group in setting and achieving its strategic objectives.

• Risk capacity and appetite thresholds (RCAT) established annually and reported against quarterly
• Material matters established annually
• Nature and extent of the risks and opportunities Capricorn Group is willing to take
• Arrangements for governing and managing risk
• Key focus areas including objectives, key risks and those taken outside of risk tolerance levels
• Measures taken to monitor risk management and how the outcomes were addressed
• Future focus areas

Risk report and integrated report Material Matters section page 26 - 32

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Principle	High-level disclosure	Reference for	Maturity of
further information	disclosure

12 The board of directors should govern technology and information in a way that supports Capricorn Group in setting and achieving its strategic objectives.

• Arrangements for governing and managing technology and information
• Key focus areas including objectives, changes in policy, acquisitions and remedial actions for incidents
• Actions taken to monitor effectiveness of technology and information management and how the outcomes were addressed
• Future focus areas

Governance report

(in particular page 19) and integrated report Governance section on pages 64 - 69

13 The board of directors should govern compliance with applicable laws and adopted, non-binding rules, codes and standards in a way that supports Capricorn Group being ethical and a good corporate citizen.

• Arrangements for governing and managing compliance
• Key focus areas
• Future focus areas
• Legislative review of impact of pending legislation, and assessments to judge readiness for implementation

Risk report

Integrated report section on our regulatory environment on page 23 and Material matters section on pages 26 - 32

14 The board of directors should ensure that Capricorn Group remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term.

• Background statement
• Annual general meeting voting results on the Remuneration policy and remuneration of non-executive directors
• Overview of the main provisions of the Group Remuneration policy
• Implementation of the Remuneration policy

Remuneration report on pages 74 - 79 of the integrated report

15 The board of directors should ensure that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal decision- making and of Capricorn Group's external reports.

• Independent Group audit and risk functions
• Relevant audit assignments
• Quarterly combined assurance reporting
• Type of assurance processes applied to each report in addition to the independent, external audit opinions, including:
• The nature, scope and extent of assurance; and
• A statement by the Board about the integrity of the report

Governance report

(in particular page 15) and integrated report Governance section on pages 64 - 69

16 In the execution of its governance role and responsibilities, the board of directors should adopt a stakeholder-inclusive approach that balances the needs, interests and expectations of material stakeholders in the

best interests of Capricorn Group over time.

• Arrangements for governing and managing stakeholder relationships
• Key focus areas
• Actions taken to monitor effectiveness of stakeholder management and how the outcomes were addressed
• Future focus areas

Social value report and Stakeholders section on pages 18 - 21, Material matters section on pages

26 - 32 and the board social and ethics committee report on pages 70 to 72 of the integrated report

King IV™ Report 2023