It is a fundamental policy of the Group to conduct its business with honesty, integrity and in accordance with the highest legal and ethical standards. The Corporate Code of Conduct and Ethics Policy governs the conduct of all employees. RCL FOODS’ induction programme educates new employees on the ethics, values and business culture of the Group. It is a requirement that all employees sign an acknowledgement that they have read and understood the contents of the policy and that contravention of the basic standards contained therein may result in disciplinary action, including dismissal. The Corporate Code of Conduct and Ethics Policy is available to all employees on the Group’s intranet.

Refer to King IV application register: Principle 2 for more detail on the Group’s governance of ethics, available on our website at


RCL FOODS has a zero-tolerance policy with regard to bribery, fraud and corruption. The Corporate Code of Conduct and Ethics Policy sets the guidelines that define acceptable and responsible behaviour of the Group and all employees.

The code prohibits:

  • all cash gifts;
  • the giving or receiving of gifts, loans, favours or any other benefit which may be regarded as influencing business, labour or governmental decisions;
  • donations or contributions to a political party; and
  • engaging in activities which may involve a conflict of interest with the Group’s employment position.


RCL FOODS manages its business responsibly and in compliance with statutory and regulatory requirements. These requirements underpin the legal compliance frameworks of the individual divisions, which are designed to increase awareness of applicable legislation and to provide assurance to the Board that the risks posed by non-compliance are being addressed.


As a participant in the food industry, RCL FOODS views the health and safety of its customers as paramount. The Group therefore endeavours to comply with the strictest food safety standards by embedding best international practice across the supply chain to build customer trust, ensure customer satisfaction and drive sustainability in a changing environment. The Group’s adherence to consumer protection laws is continuously monitored by internal and external parties.


Internal Audit is an independent, objective function that provides assurance on the Group’s activities by adopting a risk-based audit approach geared towards creating value and improving business processes. It considers risks that may affect the achievement of the Group’s strategic objectives and evaluates the adequacy and effectiveness of the internal control systems and risk management measures.

The detailed Report of the Audit Committee has been included in the Abridged Integrated Annual Report on pages 76 and 77, available on our website at www.rclfoods. com/financial-results-and-investor-presentations-2019


IT is seen as a fundamental enabler within RCL FOODS and is essential to the support, growth and sustainability of the Group’s ambitions. The Group has a dedicated Group Chief IT Officer, who is represented at relevant executive forums. The Group IT strategy is aligned to the overall business strategy and guides appropriate investment in IT systems and technology. The overall responsibility for IT governance lies with the Board, which has delegated the day-to-day management of IT to management and tasked it with the implementation of an IT governance framework. Information and technology risk is integrated into the Group’s risk management processes and is considered by the Risk Committee as part of its oversight of IT risk.

A mature IT Framework governs the classification and execution of IT initiatives in the business (i.e. IT business support or IT growth and transformation projects). This framework is consistently applied as a Group IT “way of working”. Key focus for the past financial year has been the integration of the Remgro Siqalo Foods business onto our SAP instances, the consolidation of the all bakeries onto a single Syspro Enteprise Resource Planning (ERP) system, Vector Electronic Proof of Delivery (EPod) roll-out to all Quick Service Restaurant (QSR) customers and new Vector customer integrations.

The Group’s Transformation Management Office (TMO), reporting to the Group Chief IT Officer, continues to grow in terms of its maturity in integrating people, technologies, information and processes across the Group. Business-led projects enabled by IT systems and technology investments continue to be reviewed post-project to measure and ensure the realisation of project benefits.

Further opportunities to standardise the IT systems landscape and further enhance IT governance controls will be explored where appropriate in the future. In addition, data analytics remains a key objective in terms of offering new information insights and perspectives. Information security and cyber security are a key area of focus across the Group, given the rapidly evolving nature of cyber threats. IT innovation remains one of the Group’s key strategic thrusts going forward, with digital initiatives forming a significant pillar in this thrust.


The Group has a formal policy, established by the Board and implemented by the Company Secretary, prohibiting dealing in securities by directors, officers and other
selected employees for a designated period preceding the announcement of its financial results or in any other period considered sensitive. The Chairman, through the
Company Secretary, approves all dealings by directors during “open” periods.


Effective stakeholder engagement is vital to good corporate governance. The Group is committed to ensuring that relevant and accurate information is timeously communicated to all stakeholders. For more detail on the stakeholder engagement process, refer to the Sustainable Business Report which is available on our website at

Internal Controls

The executive directors are responsible for ensuring that internal control systems exist that provide reasonable assurance regarding the safeguarding of assets and the prevention of their unauthorised use or disposal; the maintenance of proper accounting records; and the reliability of the financial and operational information used in the business. The full King IV application table is available on our website at