Statement of commitment to good governance and assurance

Chair’s statement on corporate governance

Datatec believes that good corporate governance contributes to enhanced accountability, fairness and transparency. Good governance exists in an environment where roles and responsibilities are clearly defined, forums are conducive to robust debate and performance is regularly reviewed. We outline our progress and describe our governance efforts below.

The Datatec Board is committed to providing effective leadership to the Group. The Board embraces the principles of ethical leadership in setting and implementing Datatec's strategy and is guided by the principles of King IV, the Companies Act, the JSE Listings Requirements and all other applicable laws, standards and codes.

The Board exercises independent judgement on all issues reserved for its review and approval, while simultaneously considering the needs of stakeholders, and takes full responsibility for the management, direction and performance of the Group.

To ensure we make and execute good decisions, which are transparently in the interest of Datatec, its shareholders and other stakeholders, the Board works continuously to maintain and develop its governance framework.

Maya Makanjee

Chair

Board confirmation of good governance

The Board recognises the King IV Code as the essential governance framework behind its strategy for value creation. The Board has applied the principles of King IV to govern, create, sustain and grow value for the Group and achieve the intended outcomes of the King IV Code.

The Board fully embraces the principle of ethical leadership in setting and implementing the strategy and Group's approach to governance, guided by the principles of King IV.

In addition, the Board takes full responsibility for the management, direction and performance of the Group by exercising independent judgement on all issues reserved for its review and approval while taking cognisance of the needs of stakeholders.

The Board confirms that Datatec has complied with the provisions of the Companies Act and is operating in conformity with its Memorandum of Incorporation ("MoI").

Application of King IV

Good corporate governance as envisaged in King IV is integral to every critical aspect of value creation. As such, the complete impact of the Board's application of King IV, as it relates to governance and how it affects value creation, cannot be captured through a single-section disclosure.

Accordingly, in the various sections of this Integrated Report, we have endeavoured to demonstrate how the Board applies the principles of King IV to govern, create, sustain and grow value for the Group as well as achieve the intended outcomes of the King IV Code. This theme will be one that is reflected in this Integrated Report and will be an evolutionary process.

Further information on the Group's application of King IV can be found on www.datatec.com.

Datatec combined assurance

A combined assurance framework for monitoring and evaluating the effectiveness of the Group's internal controls is in place throughout the Group. This framework deploys and co-ordinates internal and external assurance providers to report on the effectiveness or otherwise of the 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.

For more information on the combined assurance model, please refer to the Risk report in the Annual Report.

COMBINED ASSURANCE GUIDE

Strategy
Operations
Finance and IT
Human resources
Stakeholder relations
Management oversight

Legal services
Risk management
Regulatory compliance
Company Secretary
Health, safety and environment
Internal audit
Board committees

Sustainability and assurance
External assurance
External assessors
Regulatory inspector
Third-party assurance providers

Datatec is committed to maintaining the highest standards of ethics and business conduct. The Group has a Code of Conduct (“the Code”) detailing the standards expected from all Datatec employees, including addressing specific matters such as bribery and corruption. The Code is applied across all divisions.

Ethics

The Code is founded on the 10 principles of the United Nations Global Compact and the Organisation for Economic Co-operation and Development (“OECD”) policy guidelines for preventing corruption. It is reviewed annually.

All Datatec employees are required to undertake annual training on the Code. Westcon International, Logicalis International and Logicalis LATAM organise this training through an annual online programme.

The Datatec Social and Ethics Committee and the Datatec ARCC monitor implementation of the Code. The divisions are required to report any unethical or fraudulent conduct in contravention of the Code to the Datatec ARCC and the Datatec Social and Ethics Committee and to provide formal semi-annual assurance to the Board on these matters.

The Group has a whistleblowing hotline for anonymous reporting of any unethical conduct or breaches of the Code. The hotline is operated by a third-party supplier independent of the Group.

Any complaints received via the hotline or any other means are investigated in accordance with the Group’s procedures for investigating complaints. These procedures are under the direction of the ARCC and the results of any investigations are reported to the ARCC and/or Social and Ethics Committee. No significant incidents of unethical behaviour were reported at Group or divisional level during the year.