Governance
Governance

Depa Group is committed to ensuring that the processes, policies and activities across its business reflect a high standard of governance, integrity, and professionalism.

Our corporate governance framework aims to:

  • Ensure compliance with the regulatory environments in which the Group’s Key Business Units operate;
  • Ensure appropriate accountability;
  • Minimise business risks;
  • Promote ethical conduct; and
  • Enhance investor confidence.

Depa Group maintains a clear demarcation between the Board’s responsibilities and those of our senior managers. The Depa Group Board of Directors is responsible for overseeing the Group’s performance and strategic direction, with the aim of protecting and enhancing shareholder value. Management is responsible for implementing the Group’s strategic objectives, and for carrying out the management and control of the Group’s operating activities.

To assist the Board in discharging its responsibilities, Depa Group has implemented a governance framework which provides for the delegation of functions to Board Committees. These committees are:

  • The Nomination and Remuneration Committee;
  • The Audit and Compliance Committee; and
  • The Investment and Risk Committee.

A more detailed description of the Depa Group Board and its committees can be found in our Corporate Governance Framework.

Risk Management and Internal Control

Depa has in place well-defined and well-integrated systems of risk management and internal controls which provide assurance of effective and efficient operations, accurate financial reporting and compliance with laws and regulations by identifying, analysing and managing risks which would prevent Depa from achieving its business objectives or strategies.

Delegation of Authority Matrix

The Group’s delegation of authority matrix (DoA) is intended to be the guidance for authorisation and empowerment, for decisions having financial and/or operational impact on the company, the Group and/or any individual operating group. The DoA delegates the Group Chief Executive Officer’s powers and authorities in a formal manner suitable to the Group’s requirements. Cascading the Group Chief Executive Officer’s powers and authorities appropriately throughout the Group ensures:

  • Decisions are taken at the correct level of responsibility; and
  • Scopes of authority are clearly defined for each position, thereby empowering positions to undertake their roles properly.

Enterprise Risk Management

Depa’s operating groups manage enterprise risk through a stage-gate process by which each project is divided into stages or phases, separated by gates. At each gate, the continuation of the process is decided by an appropriately defined level of authority. Depending on the value of the project, the ultimate decision to proceed to the final stage may be made by an operating group Managing Director, the Group Chief Executive Officer, the Investment & Risk Committee or the Board only.

Decisions are based on the information available at the time, including the business case, risk analysis, and availability of necessary resources.

Internal Audit Function

Depa’s Internal Audit Function plays a critical role in providing Management with an objective and comprehensive view of the business by seeking to understand and document business processes, identify risk and controls and validate that such controls are effective in mitigating risk. Through its reviews, the Internal Audit Function confirms adherence to policies, ethical standards and requirements and recommend areas for improvement.

Compliance and Government Function

Depa’s Compliance and Governance Function takes all appropriate measures to prevent any losses due to non-compliance with applicable rules and regulations, codes of conduct, Group policies and procedures and/or standards of best practice.

The Compliance and Governance Function provides guidance to the Board and Management on matters relating to corporate governance and compliance, and is authorised to implement necessary actions to ensure the achievement of its objectives, as set out in more detail in the Corporate Governance Manual available on the Company’s website.

Share Trading Policy

Rules and procedures concerning any dealing in the Company’s shares, as implemented by the Board, are found in Depa’s Share Trading Policy which applies to Directors, Management and Group employees at all levels.

The Compliance and Governance Function maintains a list of insiders as required under the market's rules. All insiders are required to commit to the Share Trading Policy’s obligations and prohibition on the sharing of inside information.

The Share Trading Policy sets out the restricted conditions under which insiders may trade in the Company’s shares, including internal reporting requirements and share trading blackout periods prior to the release of the Company’s full-year and half-year financial results announcements.

Related Party Policy

Depa ensures that appropriate processes are in place concerning related party transactions by way of the Group Related Party Policy which sets out the requirements that all Group employees must comply with in relation to related party transactions. The Compliance and Governance Function maintains an updated list of related parties which is incorporated into the Group’s procurement and proposal management platforms.

Investor Relations and Disclosure Policy

Depa is committed to the highest level of transparency and communications both with the Company’s shareholders and the wider market. The Group and its employees have an obligation to keep the market and the Company’s shareholders accurately and promptly informed of inside information, including material events. The Investor Relations and Disclosure Policy sets out the Company’s disclosure obligations, including details of material events which trigger a disclosure obligation.

Employee Conduct and Whistleblowing Policy

The Employee Conduct and Whistleblowing Policy sets out the guiding principles by which the Group must operate its business in order to achieve honesty and integrity in its dealings with the Company’s shareholders and the Group’s officers, customers and vendors. The Employee Conduct and Whistleblowing Policy applies to the Board, Management and all Group employees.