Risk-based leadership with the Board at its apex is fundamental to Datatec's approach to its operations. In line with the King IV™ Code, the Board governs risk in a way that supports the organisation in setting and achieving its strategic objectives.
The Group's risk policy:
- sets out and explains Datatec's approach to risk and risk management;
- records the Board's evaluation of Datatec's risk appetite for the main categories of risk;
- explains the principles behind Datatec's risk management framework which contains the procedures by which the policy is implemented; and
- supports management in managing risk, allowing risk to be managed on a decentralised basis subject to Group overview.
The approach to risk management and internal control defined in the risk policy has applied throughout the year under review and up to the date of approval of this Integrated Report and annual financial statements.
The risk policy is reviewed by the ARCC and approved annually by the Board. The latest update was approved on 7 March 2018.
The risk management framework for maintaining sound risk management and internal control systems throughout the Group is explained in more detail later in this report.
The key risks to the Group are set out below.
Technological market disruption
The Group's operations focus on the higher value, faster growing products and services in the ICT supply chain. While the Group's portfolio does not include any manufacturing, it is essential to anticipate the impact of the rapid technological change which is a feature of the sector. This risk is addressed through careful partner selection in terms of vendors and by working closely with our vendor partners. In addition, the Group's operating divisions must pre-empt market changes resulting from new technology such as the provision of Infrastructure as a Service ("IaaS") enabled by the development of cloud computing.
Internal technological risks
The Group's internal systems are at risk, both from planned changes leading to business interruption and disruption by external "cyber" threats. The Group has high dependence on its key information systems and accordingly deploys significant resources on its own information security defences.
The Board has in place additional mechanisms to review IT/cyber risk (see later in this report).
During FY18 the Group enhanced its data privacy policies and procedures in preparation for the EU General Data Privacy Regulation ("GDPR").
The Group continued to face the threat of financial crime attempted by "phishing" emails and "social engineering". These are countered both by technological means and education/awareness campaigns among employees.
Execution risk of major projects
The implementation of major new systems such as the ERP system at Westcon carries particular risks which the Group seeks to mitigate by careful planning of phased introduction. This approach allows time to rectify problems encountered during the roll out to be rectified before continuing with the deployment in remaining jurisdictions. Despite this phased introduction approach the Group has not been able to mitigate the disruption to the Westcon business resulting from the ERP implementation in EMEA which continued to impact during FY18.
The Board has resolved to improve the risk assessment of major projects at the planning stage.
Dependence on key vendors
The Group is dependent on certain vendors, particularly Cisco, whose product and services accounted for approximately 46% of the Group's revenue. If any one of the Group's principal vendors terminates, fails to renew or materially adversely changes its agreement or arrangements with the Group, it could materially reduce the Group's revenue and operating profit and thereby seriously harm the Group's business, financial condition and results of operations. The Group's management recognises the importance of its vendor partners as one of its key stakeholder groups and assigns the highest priority to maintaining close, transparent relationships with them for the mutually beneficial development of the business.
The Group's business is working capital intensive; this is particularly relevant for Westcon International. Westcon International's working capital is utilised to finance accounts receivable and inventories. Westcon International largely relies on revolving credit and vendor inventory purchase financing for its working capital needs. The availability of these facilities to particularly Westcon International, and any material changes thereto, will affect the business's ability to fund its working capital requirements.
Management of working capital through inventory control and effective accounts receivable management is also crucial for the business and is a key focus of management and of the review processes in the risk management framework.
Value generation: disposals and acquisition risk
During the year the Group realised significant value for shareholders through the successful disposal of Westcon Americas to SYNNEX.
The further execution of the Group's strategy requires:
- Reshaping the remaining Westcon International business to restore profitability; and
- Further growth and improvement of the Logicalis business.
Both these goals will continue to place additional demand on management, customer support, administrative and technical resources. If the Group is unable to manage its restructuring and growth effectively, its business operations or financial conditions may deteriorate.
The Group will continue to consider further acquisition opportunities. If the Group is unable to successfully integrate an acquired company or business, such acquisition could lead to disruptions to the business. To mitigate this risk, the Group undertakes extensive due diligence of potential acquisitions, including detailed integration planning. These processes are managed and directed by Datatec's central team.
Risk of mismanagement of payment discounts, product rebates and allowances
The Group receives significant benefits from purchase and prompt payment discounts, product rebates, allowances and other programmes from vendors based on various factors. A decrease in purchases and/or sales of a particular vendor's products could negatively affect the amount of discounts and volume rebates the Group receives from such vendors. Because some purchase discounts, product rebates and allowances from vendors are based on percentage increases in purchases and/or sales of products, it may become more difficult for the Group to achieve the percentage growth in volume required for larger discounts due to the current size of its revenue base. In addition, vendors may exclude the Group from time to time from participation in some of their programmes. As noted under the "dependence on key vendors" heading, a strong and transparent relationship with our vendor partners is crucial in managing product discounts, rebates and allowances.
Risk of overdependence on key personnel
The Group's future success depends largely on the continued employment of its executive directors, senior management and key sales, technical and marketing personnel. Certain key employees have relationships with principal vendors and customers which are particularly important to the business of the Group. The executive directors, senior management team and key technical personnel would be difficult to replace and the loss of any of these key employees could harm the business and prospects of the Group. The Group's employees are a key stakeholder group and a high standard of employment conditions and working environment are seen as essential for the business.
Dependence on key customers
The Group's customer base is much larger than its vendor base but nevertheless includes large individual customers in specific regions. Accordingly, the exposure to credit risk must be noted as a key risk of the business. Management's response to this risk is to maintain close relationships with key customers of the Group and to operate rigorous credit assessment and control procedures.
Risk management framework
The Group's risk management process has three key steps:
- Identify key risks – document in risk registers
- Implement controls to mitigate risk – monitor through continuous review
- Obtain assurance that controls are effective – combined assurance programme
Within this framework, the specific responsibilities of different designates and the processes they follow are set out below:
Audit, Risk and Compliance Committee
Group Chief Risk Officer
Divisions – divisional boards and executive committees
Financial and internal control
The Group's internal control and accounting systems are designed to provide reasonable, but not absolute, assurance as to the integrity and reliability of the financial information and to safeguard, verify and maintain accountability of its revenues and assets. These controls are implemented and maintained by skilled Company personnel.
The operation of key internal controls is assessed annually using an internal control questionnaire ("ICQ") which is completed by all group subsidiaries with operational accounting functions. The results of the ICQ are critically assessed by divisional and Group management and assist in harmonising controls and setting standards across the business.
A combined assurance framework for monitoring and evaluating the effectiveness of the internal controls is in place throughout the Group. This framework deploys and coordinates internal and external assurance providers to report on the effectiveness or otherwise of the Group's internal controls.
A combined assurance model aims to optimise the assurance coverage obtained from management, internal assurance providers and external assurance providers on the risk areas affecting the Group. Within Datatec there are a number of assurance providers that either directly or indirectly provide the Board and management with certain assurances over the effectiveness of those controls that mitigate the risks as identified during the risk assessment process. Collectively, the activities of these assurance providers are referred to as the combined assurance framework.
As the nature and significance of risks vary, assurance providers are required to be equipped with the necessary expertise and experience to provide assurance that risks are adequately mitigated. External assurance providers include external audit, internal audit, regulators, sustainability assurance providers and other professional advisers.
In the combined assurance model, each control is linked to a specific assurance provider, where applicable, to enable the following to be identified:
- Risk areas where no/insufficient controls have been identified;
- Risk areas where controls have been identified, yet insufficient assurance is provided (gaps); and
- Risk areas where duplicate or "excess" assurance is provided (duplication).
Combined assurance framework
- Management-based assurance: Management oversight, including strategy implementation, performance measurements, control self-assessments and continual monitoring mechanisms and systems.
- Local management is required to complete and submit control self-assessment programmes annually and this is monitored against internal control norms. Action is taken where ratings are considered to be inadequate. Ratings are also reviewed by the Audit, Risk and Compliance Committee.
- In addition, the Board obtains a formal letter of assurance annually from each of its subsidiary divisions (supported by similar representations from the divisions' own subsidiaries) which provides the Board with assurance over the operation of the risk management processes described above, including the operation of internal controls over financial and IT risks, compliance with legislation, and the ethical and sustainable management of the business.
- Internal assurance: Risk management (adopting an effective enterprise risk management framework), legal, compliance, health and safety, and quality assurance departments are included. They are responsible for maintaining policies, minimum standards, oversight and risk management performance and reporting.
- Independent assurance: Independent and objective assurance of the overall adequacy and effectiveness of risk management, governance and internal control within the organisation is predominantly the role of internal audit, external audit and other expert assurance providers required from time to time.
- Oversight committees: Appropriate assurance providers under each of the above categories have been identified:
- The Audit, Risk and Compliance Committee
- The Social and Ethics Committee with regard to oversight of the Group's controls in the sphere of ethics, corporate social responsibility and sustainability
- The Remuneration Committee with regard to controls in the remuneration sphere
- The Nominations Committee in relation to Board diversity and corporate governance structures.
- Management has used this model to conclude on the completeness and appropriateness of the current assurance activities for each risk identified and that the level of assurance provision is satisfactory. It continues to maintain the framework as part of the ongoing risk management process.
- The Audit, Risk and Compliance Committee has reviewed the combined assurance frameworks for the Group and the three divisions to satisfy itself with management's conclusions and will continue to review them as part of its role in oversight of risk management.
- In light of its review of the combined assurance framework, the Audit, Risk and Compliance Committee has recommended to the Board that appropriate assurance activities are in place in relation to the controls operating over each risk identified in the risk management process.
The governance of ICT
The Board has the responsibility to govern technology and information in a way that supports the organisation in setting and achieving its strategic objectives (King IV™ Principle 12). To achieve this, the governance of ICT is firmly embedded in the Group's risk management framework. ICT risk is managed across all operations with controls and assurance provision to be maintained and reviewed in the same way as for other risks. The Board has adopted an ICT governance policy setting out the Group's approach to ICT governance. Within this policy an ICT Governance Committee has been established comprising divisional ICT risk management and ICT executives with the aim of reinforcing the integration of IT risk issues into the Group's risk management framework.
The Board includes a review of ICT governance procedures operated by the Group's major divisions in its annual timetable to assist in its ICT governance role.
There are documented and tested procedures in the major subsidiaries which will allow them to continue their critical business processes in the event of a disastrous incident impacting their activities. Such business continuity planning procedures are reviewed annually and, where weaknesses are identified, the relevant subsidiaries are required to rectify them.
The Group operates management reporting disciplines which include the preparation of annual budgets by operating entities. Monthly results and the financial status of operating entities are reported against approved budgets. Profit projections and cash flow forecasts are reviewed regularly, while working capital, borrowing facilities and bank covenant compliance are monitored on an ongoing basis. All financial reporting by the Group, including external financial reporting and internal management reporting, is generated from the same financial systems which are subject to the internal controls and risk management procedures described on page 42.
Compliance framework and processes
The Board governs compliance with applicable laws and adopted non-binding rules, codes and standards in a way which supports the organisation being ethical and a good corporate citizen (King IV™ Principle 13). Each division manages compliance with relevant laws and regulations, which the Audit, Risk and Compliance Committee has divided into the following broad categories for the purposes of monitoring. These are considered to be the main themes/classes of legislation which pose the biggest risk to Datatec in the event of breach:
- Corporate law – companies acts, financial reporting
- Financial law – anti-money laundering and fraud
- Export regulations – trade sanctions and foreign corrupt practices
- Import regulations – including duty and VAT
- Securities law – insider dealing and stock exchange compliance
- Employment law – unfair dismissal, employment practices, health and safety
- Intellectual property, trademarks and patents
- Competition legislation
- Customer protection legislation
Each category is considered in the risk assessment process and, if appropriate, a risk is recorded on the relevant risk register and managed in accordance with the risk management framework set out in this report. The divisions' audit, risk and compliance committees report on each category of legislation above, noting whether any breaches of compliance have been identified.
Internal audit is an independent appraisal function which examines and evaluates the activities and the appropriateness of the systems of internal control, risk management and governance. The internal auditor is the key assurance provider in the Group's combined assurance framework described on page 42. The function provides the Board with a report of its activities which, along with other sources of assurance, is used by the Board in making its assessment of the Group's system of internal controls and risk management.
Datatec has outsourced the internal audit function of the Group to eY. Internal audit operates within defined terms of reference as set out in its charter and the authority granted to it by the Audit, Risk and Compliance Committee and the Board, and reports to the Audit, Risk and Compliance Committee with notification to the Chief Risk Officer.
The EY internal audit team reports to the Chief Risk Officer on day-to-day matters, and to the Chairman of the Audit, Risk and Compliance Committee and, in addition, has unfettered access to the Group CEO and CFO as required.
Audit plans are presented in advance to the Audit, Risk and Compliance Committee for approval. The plans are based on an assessment of risk areas involving an independent review of the Group's own risk assessments which are recorded in the risk registers. Audits include Group-wide reviews of specific risk areas as well as "baseline control" audits of key controls applying to business processes at specific locations. Baseline control audits include an independent assessment by the internal auditor of the ICQ responses of the entity being audited for the controls in scope for the audit in order to validate the ICQ self-assessment. An example of a Group-wide review carried out during FY18 was a follow up of the anti-bribery and corruption ("ABC") review which EY had conducted in FY14.
The internal audit team attends and presents its findings to the Audit, Risk and Compliance Committee. Management is responsible for acting on the findings of internal audit and implementing remedial action to correct identified control weaknesses. Internal audit reviews management's actions on the findings and reports back on the effectiveness of the response. An example of an internal audit finding which has recently been addressed by management across the Group is weakness in access controls to IT systems. The internal audit process and management's response to the findings thereby contribute to a continuous improvement culture in the Group's risk management function.
The Audit, Risk and Compliance Committee is satisfied that internal audit has met its responsibilities for the year with respect to its terms of reference.
The Audit, Risk and Compliance Committee is responsible for recommending the external auditor for appointment by shareholders and for ensuring that the external auditor is appropriately independent.
Shareholders have appointed Deloitte & Touche as the external auditor to the Group and their reappointment will be sought at the upcoming Annual General Meeting.
The external auditor carries out an annual audit of all the Group's subsidiaries in accordance with international auditing standards and reports in detail on the results of the audit both to the audit, risk and compliance committees of the Group's divisions and to the Group Audit, Risk and Compliance Committee. The external auditor is therefore the main external assurance provider for the Board in relation to the Group's financial results for each financial year.
The Audit, Risk and Compliance Committee regularly reviews the external auditor's independence and maintains control over the non-audit services provided, if any.
Pre-approved permissible non-audit services performed by the external auditors include taxation and due diligence services. The external auditor is prohibited from providing non-audit services such as valuation and accounting work where its independence might be compromised by later auditing its own work. Any other non-audit services provided by the external auditor are required to be specifically approved by the Chairman of the Audit, Risk and Compliance Committee or by the full committee if the fees are likely to be in excess of 50% of the audit fee.
The external auditor has a policy of rotating the lead audit partner and those of South African subsidiaries every five years and the other subsidiary audit partners with a maximum of every seven years. The Audit, Risk and Compliance Committee has adopted the same policy.
Nothing has come to the attention of the Board or has arisen out of the internal control self-assessment process, internal audits or year-end external audit that causes the Board to believe that the Group's system of internal controls and risk management is not effective or that the internal financial controls do not form a sound basis for the preparation of reliable financial statements. The Board's opinion is based on the combined assurances of external and internal auditors, management and the Audit, Risk and Compliance Committee.