African Media Entertainment : Corporate Governance Register 2024

AME LTD: King IV application register 2024

The King IV Principles and the extent of the company's compliance during the financial year ended 31 March 2024 are set out in the table below, as required by the JSE Listings Requirements and recommendations of the King IV Report on Corporate Governance:

	Principle			Compliance			Application of compliance
			status
1	Leadership: The governing body		Comply		The Board of Directors of AME is committed to good Corporate governance as guided by
		King IV. The AME Board leads by overseeing the Group subsidiaries' boards, ensuring
	should lead ethically and effectively.
				that the group's ethical behaviour is in line with the ethical principles followed by the
						Board. The independent non-executive Chairman oversees this process.
							The CEO of AME Ltd oversees and co-ordinate the group's activities. The managing
							directors of AME's subsidiaries report on the activities of their respective companies to
							the CEO and attend the AME board meetings where they provide feedback on those
							businesses.
2	Organisational Ethics: The governing		Comply		The Social and Ethics Committee meets three times a year and is responsible for
		informing the Board of changing legislation. Each operating unit reports to the Social
	body should govern the ethics of the
					and Ethics Committee on ethical issues and compliance with industry codes.
	group in a way that supports the
					Management is responsible for communicating the group's values and ethics to the
	establishment of an ethical culture.
					employees, monitoring it, and ensuring that it is applied in all dealings with stakeholders.
3	Responsible corporate citizenship:		Comply		The group supports various charitable causes on a socio-economic front, such as art,
	culture, and education. Care has been taken to empower the companies individually, and
	The governing body should ensure that
				attention is given to a transformation program.
	the organisation is and is seen to be a
	responsible corporate citizen.
							The Social and Ethics Committee ensures that employment equity, transformation, and
						codes of best practice are adhered to.
4	Strategy and Performance: The		Comply		The AME Board regards the value creation process as a high priority. Management
governing body should appreciate that		reports to the Board on all aspects of their business and is evaluated in terms of their
	the organisation's core purpose, its risks					performance and sustainable development on a quarterly basis. Annual targets are set
	and opportunities, strategy, business					for performance. The group's risks and opportunities are constantly evaluated by the
	model, performance, and sustainable					Board, which is evident from the group's investment strategies. The Board is supported
	development are all inseparable					by the Audit and Risk Committee responsible for identifying risks and a continuous
	elements of the value creation process.					assessment of their possible impact on the group.

5	Reporting: The governing body should	Comply	Reports issued by the organisation include all relevant information for stakeholders to
ensure that reports issued by the
		make informed assessments of the organisation's performance and contain sufficient
	organisation enable stakeholders to
		information to enable stakeholders to assess the organisation's short, medium, and long-
	make informed assessments of the
		term prospects. The integrity of these reports is reviewed by the Board together with the
	organisation's performance and its
		assistance of the Audit and Risk Committee.
	short, medium, and long-term prospects.

6	Primary role and responsibilities of	Comply	The Board is ultimately responsible for corporate governance. The Board has adopted
the governing body: The governing
		policies throughout the group that ensure that the Company's corporate governance
	body should serve as the focal point and
		procedures are consistently applied and adequate.
	custodian of corporate governance in
	the organisation.
7	Composition of the governing body:	Comply	The AME board presently comprises of six independent non-executive directors, an
	The governing body should comprise		independent non-executive chairman, one non-executive director and two executive
	the appropriate balance of knowledge,		directors. The board members have the requisite skills, balance of knowledge,
	skills, experience, diversity, and		experience, diversity, and independence to responsibly discharge their duties.
	independence for it to discharge its
	governance role and responsibilities
	objectively and effectively.

8

Committees of the governing body: The governing body should ensure that its arrangements for delegation within its structures promote independent judgement and assist with balance of power and the effective discharge of its duties

Comply

The CEO of AME Ltd oversees and co-ordinate the group's activities. The managing directors of AME's subsidiaries report on the activities of their respective companies to the CEO and attend the AME board meetings where they answer any questions the Board may have regarding those businesses, ensuring a balance of power and effective discharge of duties. Executive directors attend annual formal training sessions, while non-executive directors receive training when required. The Board has delegated certain responsibilities to its committees to assist the Board to discharge its responsibilities effectively.

Due to the size of the company and its subsidiaries, the risk committee forms part of the Audit and Risk Committee that was constituted. The risk is addressed at the Board level where appropriate, but defining, identifying, and monitoring the company's risk is delegated to the Audit and Risk Committee as well as the Social and Ethics Committee.

The Audit and Risk Committee currently comprises four independent non-executive directors. They come from various backgrounds that cover most aspects of corporate governance. The Audit and Risk Committee members are re-appointed each year at the AGM. The members evaluate their own and other members' independence and skills-set and are also reviewed by the Board for independence and performance.

A Remuneration Committee, comprising four non-executive directors, is mandated to review and set fair remuneration packages.

The Board has constituted the Social and Ethics Committee which comprises of two independent non-executive directors and one executive director. The MDs of the subsidiaries attend committee meetings by invitation. Part of their duties is to ensure that employment equity, transformation, and codes of best practice are adhered to. The Social and Ethics Committee is also responsible for ensuring that the company's ethical requirements are met, and it reports back to the Board via the committee chairperson.

			A system of review is in place for the executive directors of the AME board. A formal
			review with a three-year interval, is in place for the non-executive directors of the Board.
9			For the period between these reviews, no formal process is followed. Due to the size of
Evaluations of the performance of the	Comply	the Board, non-performing board members will be identified and reprimanded where
	governing body: The governing body	instances of non-performance occur.
	should ensure that the evaluation of its		The Board evaluates on an annual basis the performance of the company secretary and
	performance and that of its committees,
	its chair, and its individual members		the relationship with the Board is at arm's length, objective and independent.
	supports continued improvement in its		In May 2021, a formal evaluation of the Board and Social and Ethics Committee was
	performance and effectiveness.
			performed by an independent evaluator. In November 2022 an internal evaluation of the
			Social and Ethics Committee was performed.
10	Appointment and Delegation to	Comply	The CEO of AME Ltd oversees and coordinates the activities of the group. The
managing directors of AME's subsidiaries report on the activities of their respective
	Management: The governing body
		companies to the CEO and attend the AME board meetings where they provide an
	should ensure that the appointment of,
		update on the activities of the business and answer any questions the Board may have
	and delegation to, management
		regarding those businesses. This process relies on the senior executives of the
	contributes to role clarity and the
		subsidiaries to propose strategies.
	effective exercise of authority and
	responsibilities.		The Board sets out its risk policies to management, which reports back to the Board on
			all aspects of the business, including risk, via quarterly meetings. Management is
			responsible for the management, training, continued education, professional
			development of its staff relating to risk, and compliance with regulations. Management of
			the subsidiaries understands their responsibilities and authority and is monitored monthly
			by the CEO to ensure effective management.
			All directors have unlimited access to the advice and services of the company secretary,
			who is responsible to the Board for ensuring that board procedures are followed. All
			directors are entitled to seek independent professional advice at the group's expense
			concerning the group's affairs after obtaining approval from the CEO. The Board
			considers the skills, qualifications and continued training of the company secretary on an
			annual basis. The company secretary is independent of the company, her relations with
			the company board, shareholders or management, are strictly professional and her
			remuneration is based on an arm's length contract.

11		Comply	Neither the appointment nor the duties of any of the board subcommittees reduce the
Risk Governance: The governing body	functions and duties of the Board of the company. The Board approves all charters
	should govern risk in a way that		before they are implemented. The Board sets the risk parameters in an ongoing
	supports the organisation in setting and		process of identifying risk and assessing its impact on the group. This process starts at a
	achieving its strategic objectives.		Board level where standards are set for internal control aimed at reducing the risk for
			error or loss in a cost-effective manner, which are constantly monitored, which filters
			down to all levels of management. The Board has adopted a conservative approach
			within the available resource constraints.
			The radio industry is highly regulated, and compliance reports have to be submitted by
			the radio stations on a quarterly and annual basis. Management is responsible for
			timeous submissions of these.
12	Technology and information	Comply	Business strategies and objectives and the role of IT in achieving them are clear, and
governance: The governing body
		management reports on the effectiveness of each project which is dealt with at the
	should govern technology and
		subsidiary level. The group and subsidiaries have dedicated IT teams who are suitably
	information in a way that supports the
		qualified and experienced persons who report on IT governance issues through reports
	organisation setting and achieving its
		submitted to the subsidiary boards and executive management. The strategic aspects
	strategic objectives.
		of the information technology input are adequately documented and regularly updated.
13	Compliance governance: The	Comply	The Social and Ethics Committee is tasked with overseeing legislation changes as well
	governing body should govern
		as compliance with applicable laws. The MDs of the major subsidiaries attend committee
	compliance with applicable laws and
		meetings by invitation and contribute to the knowledge pool. The Audit and Risk
	adopt the necessary rules, codes, and
		Committee also assists the Board with monitoring compliance with all applicable laws
	standards in a way that supports the
		and regulations. These subcommittees regularly report to the Board.
	organisation being ethical and a good
	corporate citizen.		Management is responsible for managing, training, continuing education, and
			professional development of its staff relating to risk and compliance with regulations.
14	Remuneration governance: The
governing body should ensure that the	Comply	The Board has mandated the Remuneration Committee to review and set fair
	organisation remunerates fairly,	remuneration packages. Market trends are assessed to ensure alignment with the
	responsibly, and transparently to		marketplace. Directors' remuneration is disclosed in the annual financial statements.
	promote the achievement of strategic		The remuneration policy is tabled each year for shareholders' approval at the Annual
	objectives and positive outcomes in the		General Meeting.
	short, medium, and long term.

15	Assurance: The governing body should	Comply	The Audit and Risk Committee works closely with the independent auditor to ensure that
risks are identified before the audit commences and that sufficient comfort has been
	ensure that assurance services and		obtained that satisfies the auditors and the Audit and Risk Committee that the risk has
	functions enable an effective control
		been addressed. The board reports on the company's system of internal controls and its
	environment and that these support the
		effectiveness to shareholders in its statement of responsibility and approval by the Board
	integrity of information for internal
		of directors in the annual report. The Audit and Risk Committee reports on its duties and
	decision-making and of the
		the results of decisions made in the annual report. The Audit and Risk Committee also
	organisation's external reports.
		reports back to board meetings and reviews the annual report. The committee receives
			feedback from the auditor and interrogates management on the disclosure in and
			compilation of the annual report.
	Stakeholders: In the execution of its		The CEO and company secretary are responsible for managing the stakeholder relations
16	Comply	at the Group level. The CEO and the MDs of the group's major subsidiaries manage their
	governance role and responsibilities, the		stakeholder relations independently with learning experiences shared across the group.
	governing body should adopt a		The Board ensures that all major decisions made are debated and all relevant
	stakeholder-inclusive approach that		information obtained to ensure that the best interests of the company and stakeholders
	balances the needs, interests, and		are taken into account.
	expectations of material stakeholders in
	the best interests of the organisation		The Board communicates with its stakeholders as and when required through SENS, the
	over time.		website and publications, and written correspondence. Complete, timely, relevant,
			accurate, honest, and accessible information is provided by the company to its
			stakeholders whilst having regard to legal and strategic considerations. The company
			secretary is responsible for receiving disputes and resolving them by escalating the
			dispute to the relevant committee or Board and providing formal feedback to the
			stakeholders. There is only one class share in issue, and the Board ensures that minority
			shareholders are protected.
17	Responsibilities of institutional	N/A
	investors: The governing body of an	Not applicable, The Group is not an institutional investor.
	institutional investor organisation should
	ensure that responsible investment is
	practised by the organisation to promote
	good governance and the creation of
	value by the companies in which it
	invests.