Principles guiding our governance

Bell Equipment's board is the focal point and custodian of good corporate governance for the group.

The group's governance and compliance framework is founded on the principles of accountability, transparency, ethical management and fairness. Governance processes and group policies are regularly reviewed to ensure alignment with regulatory changes, reflect best practice, seek out opportunities to incrementally improve the group's governance and ascertain whether the policies and processes are still fit for purpose as the group's businesses change over time.

As a global company, Bell Equipment needs to adhere to a wide range of legislative requirements. Regulatory compliance is prioritised across the group and the embedding of board approved policies is monitored. Members of senior management are regularly informed of all relevant new legislation and amendments.

The board confirms that the group complied with the JSE Listings Requirements, the provisions of the Companies Act, the company's MOI and King IV during the year under review, and in all material respects, complied with the laws of the countries in which Bell does business, including the laws of South Africa, where the company is incorporated.

In the past year, notable governance matters in the group included the following:

• the annual structured evaluation of the independence of the non executive directors was undertaken, and six non executive directors were considered independent as defined by King IV™ and the JSE Listings Requirements, namely Hennie van der Merwe, Derek Lawrance, Mamokete Ramathe, Rajendran Naidu, Ushadevi Maharaj and Markus Geyer.
• the appointment of PricewaterhouseCoopers Inc. by shareholders as the group's external auditors for the 2024 financial year, representing a rotation of auditors.
• a dedicated strategy session was held during June 2024 with the board and the GEC members to consider and approve the group strategy.
• a firm intention announcement was issued via SENS on 15 July 2024 wherein shareholders were notified that IA Bell & Company Pty Ltd ('IAB') had made an offer to acquire, by way of a scheme of arrangement ('the scheme'), all of the Bell Equipment shares from shareholders, save for treasury shares, shares owned by IAB and shares held by certain shareholders who were related to the founding family of Bell Equipment, and certain third parties, for a cash amount equal to 5 300 cents per scheme share. An independent board was appointed, and the appropriate governance processes were followed throughout. Following the general meeting held on 12 September 2024, neither of the resolutions, as set out in the notice of general meeting, were passed by the requisite majority of shareholders and therefore the conditions to the scheme were not all fulfilled and the scheme was not implemented in accordance with its terms and the delisting of Bell Equipment did not occur pursuant to paragraph 1.17(b) of the JSE Listings Requirements.
• the outcomes of the board, committee, external and internal auditor, company secretary and chairman self evaluations undertaken at the end of 2023 were considered by the nominations committee during the first quarter of 2024, with appropriate action items reported to the board.
• the ongoing monitoring of compliance with King IV™ and other material legislation affecting the group was undertaken.

Governance focus areas in 2025:

The group has an established and comprehensive group approvals framework aimed at establishing the various limits of authority in place within the group. This framework is reviewed by the board annually.

The board recognises that delegating authority does not reduce the responsibility of directors to discharge their statutory and common law fiduciary duties. As a parent company, Bell Equipment Limited strives to exercise appropriate governance oversight over its subsidiaries while acknowledging their independence and the legal and governance responsibilities that apply to each subsidiary. The subsidiary directors are bound to adhere to the group approvals framework and group policies although this does not absolve the directors of subsidiary boards from exercising their fiduciary duties.

A key responsibility of the board is to set and steer the strategic direction of the group with the aim of supporting the achievement of good performance against its strategic objectives while taking into account the interconnectedness of its core purpose, risks and opportunities, business model, performance and sustainable development.

On an annual basis the GEC formally presents the short, medium and long term strategy to the board which challenges it constructively in respect of its assumptions, time frames and objectives and, if satisfied, formally approves the strategy, budget and targets for the ensuing year. The board and the GEC work closely in determining the strategic direction and objectives of the group as set out in the strategic vision of the group.

King IV™ principles

King IV™ promotes good governance, transparency in leadership and decision making, and focuses on sustainability. In line with King IV's recommendation to apply and explain how Bell Equipment practices good governance, we have prepared our detailed King IV application register on the investor website, confirming the group has applied the King IV™ report throughout the 2023 financial year and the directors confirm that the group has in all material respects voluntarily applied the principles of the code. The group views developments and governance trends as opportunities to continuously improve and entrench its own standards.

Ethical culture

Good corporate governance is essentially about effective, ethical leadership. While leadership starts with each individual director, it finds its expression through the board as a collective, setting the appropriate example and tone, which is referred to as ethical governance. Bell Equipment is committed to conducting healthy business practices with honesty and integrity.

The Bell group has a developed code of business conduct, a code of ethics and a prevention of fraud and commercial crime policy and is continuously involved in group wide efforts to re emphasise the ethical values in dealing with its stakeholders that underpin these codes and policies and to provide regular ethics training to its employees.

Management is driving this leadership culture of ethical conduct by establishing the correct tone at the top in respect of the group's corporate culture by ensuring it is based on the 1-BELL philosophy and aligning it to evolving best practice.

The group will not engage in, condone or tolerate any corrupt practices and rejects all forms of dishonesty, fraud, corruption and unethical behaviour. Corruption is a risk that is managed on an ongoing basis, particularly in the diverse areas in which the group operates. Ongoing awareness training is provided on the prevention of fraud and commercial crimes. The entrenchment of applicable policies sets stringent standards relating to the prevention of fraud and the prosecution of offenders, the acceptance of gifts from third parties and the declarations of potential conflicts of interest.

A group fraud risk assessment model was developed and is frequently reviewed. Mitigating action plans and controls are in place and are updated as and when required.

The annual submission by employees of their electronic employee governance declarations confirming their compliance to the group codes and policies, their declaration of any potential conflicts of interest as set out in the conflicts of interest policy as well as their disclosure of any approved outside activities, continues to be undertaken. Any non compliance with policies or perceived material conflicts of interest is reviewed and addressed by the GEC.

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