Governance approaches
Governance of ethics and compliance
Elevation to board
Identification of ethics and compliance matters
Motus' board is committed to adhering to ethical and compliant business conduct in discharging its duties and responsibilities. This applies to regulatory compliance as well as compliance with the non-binding codes and standards adopted by the Group. Ethics is a standing agenda item for the SES Committee and compliance reporting is a standing agenda item at both the SES Committee and ARC.
The ethics and fraud prevention framework applies Group-wide with variations based on regional requirements. CEOs and managing directors are responsible for ensuring that employees are aware of the Group's values, Code of Ethics and commitment to acting with integrity. All employees are held responsible for the immediate reporting of incidents of fraud and corruption to their management team.
Each of the Group's businesses is held accountable for ensuring that it complies with all regulation applicable to its operation. Our FSPs must adhere to the criteria of their operational licences, and in South Africa and the UK, comply with the rules and regulations of the FSCA and the FCA respectively.
Employees who fail to adhere to compliance processes and controls face appropriate disciplinary processes.
South Africa
Non-compliance is escalated to senior management and reported to the relevant committees (management, FRRC and board level). A centralised legal and compliance function as well as business segment and divisional legal and compliance departments oversee and monitor our FSPs, where compliance risk is high. In Mobility Solutions, all managers and key individuals attend monthly compliance meetings.
Other regions
In the UK, the governance of financial and insurance products is the responsibility of a specialist compliance sub-committee of the FRRC. The sub-committee meets quarterly and the senior managers who attend meetings are appropriately certified.
Policies and standards
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Code of Ethics:
https://www.motus.co.za/wp-content/uploads/2021/11/Motus_Code-of-ethics_2021.pdf -
Group anti-bribery and corruption policy:
https://www.motus.co.za/wp-content/uploads/2021/11/Motus_Anti-bribery-and-corruption_2021.pdf -
Conflict of interest policy:
https://www.motus.co.za/wp-content/uploads/2021/11/Motus_Conflict-of-interest_2021.pdf. -
Supply chain code of conduct:
https://www.motus.co.za/wp-content/uploads/2021/11/Motus_Supply-chain-code-of-coduct_2021.pdf.
Detailed information
Governance of data management
Elevation to board
Identification of matters relating to data protection and cybersecurity
Accountability for protecting information rests with every information owner and user within the Group.
South Africa
IT strategy and governance is formulated by Group IT and executed by the individual business segments. Group IT oversees the adherence of business segments to our IT and data-related policies and standards. Two Chief IT Officers manage a central register of IT incidents, including security incidents and system down time.
A consolidated IT report for all business segments is produced every month and submitted to the quarterly Chief Information Officer (CIO) forums and FRRCs. The CIO forums include representatives from all business segments as well as representatives from internal and external audit.
The protection of personal information working group (representing all business segments) and the Group Chief Information Officer are responsible for the implementation and management of the Group's data protection framework and are supported by information officers in each business segment.
An IT governance, risk and control (GRC) scorecard was introduced in 2022 to improve the governance of IT. At year-end, we achieved an average score of 96,8% . Internal audit reviews the scorecard results and IT policies, and provides recommendations, where required.
Other regions
In the UK, the Head of IT manages the central register of IT incidents. IT governance and cyber risks and incidents are reported monthly to the operation's CEO and CFO. All matters in the UK and Australia that relate to data protection are reported to the Group Chief Information Officer.
Policies and standards
The Group’s data protection framework comprises IT governance, information management and cyber-related policies, standards and procedures. These requirements are clearly communicated to our employees, partners and customers. In South Africa, the Promotion of Access to Information Manual is published on our website (http://paia.motus.co.za).
Detailed information
Ethical and compliant business conduct report (protecting our data):
Governance of social impact
Elevation to board
Identification of workforce matters
Identification of occupational health and safety matters
Identification of transformation matters (South Africa only)
Human capital management
In South Africa, our commitment to transformation has given us a foundation from which to drive a more inclusive and diverse workplace across all our operations, supported by robust communication with our employees on broad issues, including their wellbeing and accessing their innovative ideas.
The Group human capital function serves as a centre of excellence on human capital trends in a changing world of work. It develops programmes that support the Group's innovation journey and the mobility of talented individuals across the organisation.
The development of people practices and frameworks, and the broader people strategy, and oversight of their implementation are the responsibility of the CPO. Each business segment has an HR executive who works closely with the CPO and business segment CEO. Various HR teams across business segments and geographies manage day-to-day people practices. Regular engagement and collaboration takes place between HR teams to achieve common people objectives. HR meetings are held monthly.
Occupational health and safety
The Group risk and sustainability function develops and monitors the implementation of our health, safety and wellbeing policies and practices that are designed to provide a conducive working environment for our employees. It is assisted in this responsibility by the FRRCs, which monitor the implementation of, as well as compliance with, Motus' occupational health and safety (OHS) standards and country-specific OHS regulatory requirements. A network of OHS committees and safety representatives across individual businesses implement the business segment- and region-specific OHS plans and manage day-to-day OHS matters. All fatalities are thoroughly investigated and reported to the SES Committee.
Each employee is held accountable for working and operating in ways that adhere to our OHS policies and processes. Deviations from safety policies and procedures are dealt with sternly and timeously, with managers and employees held to account where transgressions may result in avoidable injury.
In the UK, the CEO holds ultimate responsibility for health and safety and is supported by the Head of Health and Safety, the Health and Safety Auditor and a network of regional health and safety officers. The executive team regularly reviews OHS performance. Formal safety committees are in place for larger sites in the UK, while safety concerns at smaller sites are dealt with directly between the managers and employees. In the UK, we are required to state annually on our website that we comply with OHS legislation.
Similarly in Australia, the CEO holds ultimate responsibility for health and safety and is supported by all company officers. Dealer principals are responsible for ensuring effective implementation of OHS measures on-site.
Quality controls
Stringent quality and safety controls, policies, systems and training programmes ensure we deliver high-quality workmanship. Each vehicle brand has its own governance frameworks and structures to ensure these controls, policies and systems are adhered to. Franchise standards are clearly defined in OEM dealer and dealer franchise agreements and supporting policies. Deviations are reported at quarterly business segment executive meetings. Significant deviances can result in the termination of an agreement.
In the UK, site managers are accountable for quality management. Quality control is reported at monthly regional management meetings and quality review meetings are held every six months with the Managing Director and senior site managers. Quality and safety are included in personal development reviews.
Community upliftment
As B-BBEE is considered a key priority in South Africa and a top risk for the Group, the Executive Committee and the FRRCs play a key management oversight role for our transformation initiatives. The SES Committee ensures that large CSI investments align to our chosen pillars - education and skills development, road safety and community health and wellbeing.
Policies and standards
Health, safety and quality
Health, safety and quality standards differ based on business segment/operational requirements and products; however, all standards must meet a set minimum standard defined at Group level.
Human capital management
The standardisation of essential people-related policies to enhance the fair and consistent management of our employees across the Group is ongoing. Policies relating to disability, learning and development and harassment are in place. Policies relating to modern day slavery are in place for our UK and Australian operations, and a gender report is in place in the UK operation.
Governance of environmental impact
Elevation to board
Identification of environmental matters
Climate change
The board is ultimately responsible for our strategy, governance and responses as they relate to environmental management and climate change-related issues. The SES Committee reports to the board on all material climate-related issues and our performance against our Group environmental targets. The Chairman of the SES Committee as well as other non-executive board members sit on the boards of mining and fuel organisations, providing them with good insight on broader climate change-related issues.
The Group CEO is the highest decision-making authority in the Group and therefore holds ultimate responsibility for the management of climate change-related risks and opportunities. The Group CEO is assisted in this responsibility by the Executive of Corporate Affairs, Risk and Sustainability, who is an Executive Committee member and reports directly to the Group CEO and the board. The office of the Executive of Corporate Affairs, Risk and Sustainability oversees the Group's environmental management practices, collates the data from business segments and regions to calculate the Group's carbon footprint, and consolidates the climate change-related risks and opportunities faced by business segments and regions for inclusion in the Group risk register. The office also works with business segments and regions to develop and implement plans to mitigate climate change-related risks and capitalise on opportunities.
Each business segment and region has its own management structure and board at which material ESG matters are reported. Both the Group CEO and Group CFO attend the business segment and regional boards.
Risk and sustainability executives or managers within business segments and regions as well as CEOs and CFOs of business segments and individual businesses, are responsible for environmental management. This includes monitoring and measuring climate change-related issues and metrics, and compliance with environmental legislation. The FRRCs in each business segment and region support the SES Committee and ARC in terms of operational climate-change related risks and opportunities.
Material climate change- and environmental-related impacts, risks and opportunities as well as metrics are elevated through our management structures to the Group Executive Committee, which meets every two months, and to the board quarterly through both the SES Committee and ARC.
Climate change is included in the review of our strategy, key plans of action, risk management controls and policies, annual budgets and business plans. It is also included in major capital expenditures, acquisitions and divestitures and when setting executive performance objectives linked to remuneration.
Policies and standards
- Group waste policy.
- Policies for energy and waste recycling in the UK.