Corporate Conduct

Compliance with the King Code
Board Responsibilities
Board Committees
Board Processes
Internal Control
Black Economic Empowerment
Ethics
Social responsibility

Compliance with the King Code

"The board believes that good corporate governance is fundamental to our success"

Although always well managed, prior to listing DVT was a private company with few formal structures in place and could therefore not be described as complaint with the Code of Corporate Practices and Conduct ("the King Code") as set out in the King Report on Corporate Governance for South Africa 2002 (“King II Report”). In preparation for the listing and in the period since listing the board has been reviewing its compliance with the King Code and has begun implementing policies and structures to ensure that DVT becomes compliant as soon as possible.

The board of directors believes that good corporate governance is fundamentally important to the success of the group and is therefore committed to the concept and principles of effective corporate governance as articulated in the King Code.

The board is the focal point for corporate governance of the Group and remains ultimately responsible and accountable for the performance and affairs of the company.

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Board Responsibilities

The board is responsible for setting the direction of the group through the establishment of strategic objectives and policies. It takes overall accountability for the group by taking responsibility for its management. Although the board delegates the day-to-day management of the group to the CEO and executive management team, the board retains full and effective control over the group and decisions on material matters are reserved by the board, including

Approval of budgets and financial statements
Major capital expenditure
Mergers, acquisitions and disposals of businesses
Changes in share capital of the Company
Appointment of directors and the chief executive officer
Formulation and approval of policy
Managing the relationship with shareholders and investors

Board Committees

The board has established the following committees to ensure compliance and governance in key areas of the business

Audit Committee

Jackson Mamogale (Chairman)
Derek Hughes
Hamilton Ratshefola
Graham Fowler (by invitation)
Designated Advisor (by invitation)

The committee sits at least twice a year. This committee designs and reviews the appropriateness and adequacy of the systems of internal financial and operational control, identifies and continuously evaluates exposure to significant risks, provides effective communication between directors, management and internal and external auditors, reviews accounting policies and financial information issues to the public, and recommends the appointment of external auditors. The board is provided with regular reports on the committee's activities.

Remuneration Committee

Hamilton Ratshefola(Chairman)
Derek Hughes
Jackson Mamogale
Chris Wilkins (by invitation)

This committee sits at least twice a year. The committee reviews and approves the remuneration and terms of employment of executive directors and senior employees of DVT. The committee monitors salary trends in the market place, and recommends emolument structures and levels to the chairman for his consideration and approval.

Board Processes

All directors have access to the advice and services of the company secretary and, in appropriate circumstances, are entitled and authorised, at the company’s expense, to seek independent professional advice concerning the affairs of the company. The company secretary is responsible to ensure that board procedures and applicable rules and regulations are fully observed.

Share Dealings and Conflicts of Interest

Directors and senior managers likely to have access to the company’s financial results and other price-sensitive information are prohibited from dealing in DVT’s shares during “closed periods” or “prohibited periods” as defined by the JSE Limited. All directors, managers and employees are informed of any closed periods.

In accordance with DVT’s internal policies, any directors’ dealings must first be approved by the Chairman, CFO or company secretary prior to execution. All directors’ dealings announcements are published on SENS.

In addition, directors are required to disclose their shareholdings, additional directorships and any potential conflicts of interest in writing at the commencement of each board meeting.

Board Appointments

All board appointments are the responsibility of the board as a whole. Any appointments made by the board are required to be approved at the next annual general meeting of shareholders.

In line with the Company’s Articles of Association one third of directors are subject to retirement by rotation each year. The re-election of such directors is subject to the approval by shareholders at the annual general meeting. No director has a long-term service contract with the Group.

Attendance at general meetings

The directors, both executive and non-executive, are strongly encouraged to attend the Company’s annual general meeting and any special general meetings of shareholders to foster improved interaction between the board and the stakeholders. The Chairman’s attendance at general meetings is mandatory.

Internal Control

The board is responsible for and has implemented systems of internal control which are designed to detect and minimise the risk of fraud, potential liability, loss and material misstatement.

There are inherent limitations to the effectiveness of any systems of internal control, including the possibility of human error and the circumvention or overriding of controls. The systems are therefore designed to manage rather than eliminate risk of failure and opportunity risk.

Nothing has come to the attention of the board to indicate that there has been a material breakdown in the internal systems of control during the year.

Black Economic Empowerment

DVT is committed to meeting all the goals of the BEE Codes of Good Practice and has made excellent progress to this end.

50% of DVT’s director’s are black including the Chairman and COO. As at 29 February 2008 30,7% of DVT’s shares were beneficially owned by previously disadvantaged individuals. 20,9% of these are owned by Cornastone, a 100% black-owned private IT company. As at February 2009 the group employed 115 permanent and contract staff, of which 27% are previously disadvantaged.

DVT’s operating subsidiaries have been formally audited and awarded varying ratings between level 2 and level 4 contributors in term of the Codes.

The board has appointed a BEE committee consisting of A de Klerk (Chair) and H Ratshefola to oversee ongoing compliance and improvement.

Ethics

DVT endeavours to act with honesty, responsibility and professional integrity in its dealings with employees, shareholders, customers, suppliers and society at large. In addition the Group strives to provide a work environment that is non-discriminatory with sound safety, health and environmental practices.

Social responsibility

DVT acknowledges its social responsibility towards the communities in which it operates and deserving institutions at large. Its programmes focus mostly on support and contributions towards training.

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Corporate Conduct

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