African Equity Empowerment Investments Limited (AEEI, the Company or the Group) is committed to the principles of integrated reporting in terms of our thinking and our approach to long-term value creation and the role we play as a corporate citizen.
This integrated report is our primary report to stakeholders.
Our 2019 integrated report follows on our Vision 2020 Vision as reported on in the 2018 integrated report. It aims to provide a balanced, accurate and accessible assessment of our strategy, performance and opportunities and how these relate to material financial, economic, social, environmental and governance matters. These matters form the anchor of the content throughout this report.
The Group’s leadership develops and directs the strategy and manages the business in an integrated way. Management takes into account the interests of our stakeholders and is cognisant of capital resources required to realise the strategy.
To ensure that the contents of this integrated report are aligned with material matters impacting our ability to create value, we were guided by the following in preparing our report:
- The International Integrated Reporting Council’s (IIRC) Integrated Reporting
- King IV™ –
- The Johannesburg Stock Exchange (JSE) Listings Requirements
- The International Financial Reporting Standards (IFRS)
- The Companies Act, 2008 (No. 71 of 2008), as amended (the Companies Act)
- Broad-based Black Economic Empowerment (B-BBEE) Regulations
SCOPE, BOUNDARY AND REPORTING CYCLE
Our integrated report covers the performance of the Group for the financial year ended 31 August 2019 as well as the material matters related to our strategy, business model, governance, material matters and creating shared value, shareholders’ interests, and our future outlook. It also incorporates the financial reporting boundary of the Group and its subsidiaries. This report extends beyond financial reporting and includes nonfinancial performance, opportunities, risks and outcomes attributable to or associated with our key stakeholders.
The Group’s income is generated mainly in South Africa, with other income generated in Asia, Europe (Spain), Dubai, Saudi Arabia, the United Kingdom (UK), the United States of America (USA), Ghana, Uganda, Zambia, Cameroon, Tanzania, Nigeria, Namibia, Kenya, Zimbabwe, Botswana, Ethiopia, Lesotho, Eswatini (previously Swaziland), Malawi, Mauritius, SADC region, East Africa, Middle East, West Africa and the Ivory Coast.
To highlight evidence of our application of the King IV principles, we have included references to the relevant principles per section. For the definitions of the principles and detail of our application and practices, download the full governance report/King IV™ register that is available online.
MATERIALITY AND MATERIAL MATTERS
AEEI applied the principle of materiality in assessing which information is to be included in this report. Hence, this report focuses particularly on those matters and provides material information which relates to the Group’s strategy, governance, performance and sustainability in respect of all business units and sectors, which comprise fishing and brands, technology, events and tourism, health and beauty, biotherapeutics, and strategic investments. All non-financial indicators include subsidiaries but exclude associates and strategic investments unless specifically indicated. Through a formal process, the Board committees and executive management identified material matters and, in terms of relevance, these were approved by the Board. Material matters and developments are comprehensively dealt with throughout the report. Our material matters, as described on pages 43 to 49, influence our strategy and inform the content of this report..
COMBINED ASSURANCE AND INTERNAL CONTROL FRAMEWORK
AEEI has a combined assurance model, which includes internal and external assessments of key strategic risks, internal controls and other material areas to support the integrity of the management, monitoring and reporting of data.
The Board paid attention to the combined assurance, which ensured that our combined assurance model adequately addressed the Group’s risk and material matters. We continually look at optimising our combined assurance model to avoid duplication of efforts, rationalise collaboration and manage assurance costs. This enables an effective control environment and ensures the integrity of the information used for reporting and decision-making.
The Board, with the support of the audit and risk committee, is ultimately responsible for the system of internal control, which is designed to identify, evaluate, manage and provide reasonable assurance against material misstatement and loss. The audit and risk committee applied the combined assurance model to seek and optimise the assurance provided by management, the internal auditor and external assurance providers to ensure a strong ethical climate and to ensure compliance. They also monitored the relationship between the external assurance providers and the Company.
As AEEI is listed on the JSE, it complies with the JSE Listings Requirements, the Companies Act and King IV™. Certain information included in this report has been externally assured and reviewed as follows:
- BDO South Africa Inc. audited the consolidated and separate annual financial statements for the year ended 31 August 2019.
- External verification was provided for the B-BBEE accreditation level. The verification was carried out by an organisation accredited by the South African National Accreditation System (SANAS) – the Accreditation for Conformity Assessment, Calibration and Good Laboratory Practice Act, No. 19 of 2006.
- External verification on the integrated report and the consolidated and separate financial statements for the year ended 31 August 2019 was performed in terms of the JSE Listings Requirements and the Companies Act.
- This integrated report was not subject to an independent audit or review.
- The sustainability review has not been independently assured. However, certain information contained in this review has been scrutinised by the Group’s own internal control functions.
The information reported on is derived from the Group’s own internal records and information available in the public domain.
The Board reviewed the effectiveness of controls for the year ended 31 August 2019, principally through a process of management self-assessment, including confirmation from executive management. It also considered reports from the internal audit, the external auditor and other assurance providers. ( – Principle 5)
SIGNIFICANT CHANGES DURING THE REPORTING PERIOD
- During the year, the Group regained control over AYO Technology Solutions Ltd (AYO) as defined by IFRS 10, and subsequently consolidated AYO from the date of control, being 21 December 2018. The change in control stemmed from AEEI’s ability to direct the relevant activities of AYO based on the IFRS 10 assessment.
- On 9 February 2019, the Group concluded the acquisition of an effective 80% shareholding in Saab Grintek Technologies (Pty) Ltd, now known as SGT Solutions (Pty) Ltd (SGT Solutions) via a special purpose vehicle, Main Street 1653 (Pty) Ltd.
- AEEI, through its investment in AEEI Events and Tourism, acquired additional shares in espAfrika (Pty) Ltd, which resulted in the ownership changing to 100%.
- On 13 December 2018, AEEI acquired 88% of the ordinary share capital in Global Command and Control Technologies (Pty) Ltd (GC²T). GC²T purchased the command, control, training and simulation business as a going concern from Saab Grintek Defence (Pty) Ltd.
- Through it’s subsidiary, AYO, AEEI acquired a 55% stake in Sizwe Africa IT Group (Pty) Ltd (Sizwe). Sizwe is one of South Africa’s leading integrated information and communications technology (ICT) solutions providers. Its services consist of a focused spectrum on infrastructure, metro and long-distance optic-fibre storage server processing and data centres. Its clients include various government departments and blue-chip companies such as Vodacom, Neotel, Cell C, Exxaro and Barloworld. The transaction was subject to various conditions and regulatory approvals which have been met.
- AEEI, through AYO, acquired a significant minority stake in Vunani Group Ltd to support a fintech-focused joint venture to expand the fintech platform and financial services activities of Vunani. Vunani is a diversified financial services group that has four operating businesses, namely fund management, fund administration, investment banking (including securities trading and corporate advisory) and private equity.
- On 26 February 2019, the AEEI Board of directors accepted the non-binding offer by Pioneer Foods Group Ltd to repurchase 1 589 998 shares in Pioneer Foods and 1 598 998 shares in Quantum Foods Holding Ltd. The proceeds will be used to redeem all outstanding liabilities in respect of the A and B preference shares as well as settle all outstanding dividends on the latter shares.
POST BALANCE SHEET EVENTS
AEEI, through its subsidiary, AYO, increased its shareholding on 12 September 2019 in Puleng Technologies (Pty) Ltd from 57% to 100%.
DIRECTORS’ RESPONSIBILITY AND APPROVAL OF THE INTEGRATED REPORT
The AEEI Board is ultimately responsible for ensuring that the integrity of the integrated report is not compromised. The audit and risk committee reviewed and recommended the integrated report and annual financial statements to the Board for approval. The Board has applied its mind to the integrated report and believes that it addresses all material matters and fairly represents the integrate performance of the Group.
The integrated report and the annual financial statements for the Group for the year ended 31 August 2019 were approved by the Board of directors and signed on their behalf by Mrs AB Amod and Mr K Abdulla on 31 January 2019. ( – Principle 15)
The special resolutions passed during the year for the Company relate to the approval:
- of the remuneration for executive and non-executive directors;
- for inter-company financial assistance;
- of financial assistance for the acquisition of shares in a related or interrelated company; and
- for the Company or its subsidiaries to repurchase Company shares.
In this report we make certain statements that relate to analyses and other information based on forecasts of future results based on historical data, which are based on estimations of new business and investment assumptions. These statements may also relate to our future prospects, developments and business strategy. As defined, these are forward-looking statements. These statements may be identified by words such as “expect”,“look forward to”, “anticipate”, “intend”, “plan”, “believe”, “seek”, “estimate”, “will”, “project”, or words of similar meaning, which are intended to identify such forward-looking statements, but are not the exclusive means of identifying such statements. These are subject to a number of risks, uncertainties and factors, including, but not limited to, those described in disclosures and in the risk management report.
Should one or more of these risks or uncertainties materialise, or should underlying expectations not occur or assumptions prove incorrect, actual results, performance or achievements of AEEI may (negatively or positively) vary materially from those described explicitly or implicitly in the relevant forward-looking statement. AEEI neither intends nor assumes any obligation to update or revise these forward-looking statements in light of developments that differ from those anticipated