Ethics In Business And Demands Of The Public Commerce Essay

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This project aims to look at two companies which acted unethically on the JSE. These companies being Sentula Mining Ltd and Vodacom Ltd. This project looks at their microenvironments and anaylisis their socio economic problems. I will also gain evidence of their corporate governance and identify their unethical doings in the company. This will also include a critical analysis of each Code of Conduct.

Introduction

In this project I aim at investigating the unethical demands that stakeholders place on businesses. To all see if companies on the JSE Ltd uphold to corporate governance and maintain ethical and professional standards in their business

Choice in Companies

Vodacom Ltd

Vodacom is South Africa's leading communications provider. They were one of the first cellular companies to be established in the market in South Africa. It has up to 18, 885 million subscribers. Therefore the effect of them committing fraud or unethical business practise would be detrimental as it would be easily discovered and could possibly lead to the businesses failure. They supply services to South Africa, Lesotho, Mozambique, DRC, and Tanzania. They are a multi-national company. They listed on the JSE on the 5th of May 2009. By listing on the JSE, Vodacom aimed at providing cheaper handsets and a complete range of telecommunications services at the same time giving the consumer the chance to own shares in the company.

Vodacom was recently caught out by KPMG for a Nepotism scandal. Involving accusations that former CEO Alan Knott-Craig snr took advantage of Vodacom's company resources for the advantage of his own family. This scandal recently came out on the 17 January 2010.

Sentula Mining Ltd

30 years ago there was a need for consistent and trustworthy earthmoving services and Sentula Mining recognised this. The business was started out with only one Komatsu D75 Traxcavator imported from Holland. This is a good example of how a business sawt out a gap in the market and seized the oppitunity. They started out with very little and later became into this thriving growth interprise, which registered itself on the JSE in 1992. They are part of the following companies: Scharrighuisen Opencast Mining, Benicon opencast Mining and Suppliers, CCT Opencast Mining, Overburden Drilling and Blasting, JEF Drill and Blast, Equipment and Spares, Geosearch International, Mobile Crane Hire and Joint ventures in various coal companies.

Sentula Mining had an embezzlement of R242m in 2008, it was reported that Sentula Mining was taking legal action against former Finance Manager, Jason Holland and the director of Megacube Mining (formerly Scharrighuisen Opencast Mining). After selling his shares, Hollard fled South Africa and now lives in the UK.

Introduction to the micro Environment

What is the Micro Environment

The micro environment is the first of the three environments. The other two are the Market and Macro environments. The Micro Environment is the actual business itself. The business controls all factors within this environment. The micro environment can be influenced by both the Market and Macro environment. The micro environment can influence the market environment but cannot do the same in the Macro environment. The micro environment includes the following factors:

Management style

Organisational Culture

Organisational Structure

Vision and mission statements

Employees

Equipment and Resources.

Marketing

Code of Conduct

The Micro Environment in Vodacom

Mission and vision Statement

"The Vodacom Way guides and informs the way in which Vodacom conducts its business. This charter captures the heart of the company and its vision to be the pride of Africa. The Vodacom Way also sets the tone for the company's caring credentials, which are expressed through the Vodacom Foundation's aim to "proudly make a difference" and giveback to the communities in which Vodacom operates."

I feel for Vodacom's mission and vision statement to be of high standards as it incorporates both the businesses future goal, how they are going to achieve it and even included the guideline of which incorporates the corporate social responsibilities.

This diagram shows how the subscribers market is split up among Vodacom's different branches

http://www.ametw.com/graphics/Vodacom_Figure4.JPG

Employees

Vodacom has complete control over who works for them and what skills these employees require. With specific instructions from Human Resources the job description and the job specifications are laid out for potential employees. A job description entails the responsibilities, authority, and activities which the employee is set out to do. A job specification outlines the what experience, skills, and requirements are needed in order to perform the job. Over 5 000 South African employees work for Vodacom and nearly 2 000 employees from overseas work for Vodacom. They look for employees who are innovative, think ahead of themselves and are productive.

Employees of Vodacom are well looked after and are given all the necessary details in order to work in a comfortable working environment. Vodacom offers training, to ensure employees are kept up to date with recent happenings in the technological world, and are trained so that they can work competently in the workplace. Vodacom invested R70 million in direct costs for training employees, or 3.8% of payroll. They had a total of 463 learners and interns in the businesses training course.

They receive rewards, remuneration, compensation and benefits as Vodacom believes that if an employee is rewarded for what he or she does, it will encourage and motivate the employee to do better and continue striving for the rewards.

Vodacom believes that a healthy employee is the best type you can possibly get, they believe in looking after their labour capital. This therefore keeps employees positive, committed and passionate towards Vodacom, as they are more enthused to attain business success. 19% of Vodacom employees made use of the psychological support offered by Vodacom.

Health and safety is very important to Vodacom, in the recent inspection of the business, Vodacom had surpassed the safety test with a score of 88.9% average based on the Occupational Health and Safety Act 85 of 1993 and the OHSAS18001 standard.

Marketing

Vodacom has entered the marketing world from all corners. They have advertised on T.V. (Meercat Advert), Sponsored sports teams (Vodacom Stormers), have constant messages to phones both sms and mms (explaining their latest promotions and deals), they advertise on big billboards on streets and highways. Marketing is the strongest way a company can get their message across to the public, it gains the publics attention through the AIDA priciples (Attention, Interest, Desire and Action). Without marketing Vodacom would struggle to have a competitive advantage.

Organisational Structure

Vodacom has taken on the Strategic Business Units model. This model encourages synergy through the different departments. This also helps Vodacom have brand recognition. Although the structure may cause the different branches to compete for resources, sometimes the orders are not clear and mistakes occur. When operating in different countries the policies may vary.

Code of Conduct

The Code of ethics in Vodacom aims to implement it as part of the overall employee policies. All executives and employees are required to maintain the highest ethical standards in ensuring Vodacom's business practices are conducted in a manner which, in all reasonable circumstances, is above reproach.

The Micro Environment in Sentula Mining

Vision Statement

"Our vision is to be the diversified mining services company of choice across the African continent and through the resources, expertise, and experience base of the collective group, to nurture development of a growing portfolio of coal investments"

This is a good mission statement as states the goal and future where the company would like to see itself in the future to come; Sentula wants to be seen as the first choice company in its sector. Unfortunately a mission statement is not made public, this is bad as we are unable to view the company's objectives and therefore they do not comply with Corporate Governance.

Employees

Sentlula is an equal opportunity business that does not abide to discrimination in any form. Through all the aspects of job finding it is important for all branches to follow Sentula's employment equity policy, made by the Employment Equity Committee, this is reviewed with the Sentulas Human resource department to ensure continuity through out. This therefore means that the business will maintain high standards and excellence throughout the company.

Sentula offers skills development and training opportunities to employees both potential and current. This means "commitment to transformation, improved safety performance and efficiency driven productivity initiatives",

Training includes:

• Operator evaluator course

• OEM based certification

• Health and Safety training

• COMSOC 1 and 2 for safety officers

• First aid training

• HIV/AIDS awareness

• Risk assessments

Organisational structure

I would assume that Sentula Mining uses the Strategic Business Units module. They manage three different types of services, Sentula Coal Mining (Pty) Limited, Sentula mining Services (Pty) Limited and Sentula Mauritius Limited. By implementing this system, it will enforce the same standards and excellences that Sentula would want to portray. This structure is useful when a business owns more than one business that offer different services.

Code of Ethics

A formal Code of Ethics is in place, encapsulating the Group's philosophy of zero tolerance of any form of corruption, fraud, abuse or unethical business practice. The Group does not hesitate to take the necessary disciplinary action against employees believed to have transgressed these ethics.

Socio Economic Problems

South Africa suffers from various socio economic problems. In post apartheid times, the government and businesses a like are trying to combat these issues and contribute towards a better South Africa. With the incorporation of the King III Report, businesses which are listed on the JSE are needed to report on their CSR (Corporate Social Responsibility). The government cannot combat these socio economic problems by themselves so the help from businesses would go a long way in helping the cause for a better South Africa. South Africa suffers from the following issues:

Crime

Many South Africans would agree that the crime rates in South Africa are out of control. Our country has the reputation for the most violent crimes in the world mainly murders, assaults, and rapes. This often causes people to leave and find lives elsewhere. If people are constantly leaving the country then there will be fewer people to invest and buy products from the company.

Unemployment and lack of education

Graph of unemployment and poverty rates in South Africa.

http://www.nwpg.gov.za/soer/images/soc6.jpgSouth Africa suffers from unemployment rate of 24.3%. This is mainly caused by lack of skills, due to poor education during Apartheid era as certain racial groups were discriminated against. The unemployment rate is also caused by rural dwellers, who chose to be unemployed and would rather provide for themselves.

Vodacom relies on the consumer who is able to pay for the phone call charges and fees, if someone does not have enough money for a cell phone then Vodacom would suffer as their sales would be low. Vodacom decided to combat this problem by offering a pre-paid option, which lets the consumer decide on the amount they are to spend, this also became very popular with the student group, who are in the low income bracket.

Sentula Mining relies on a big skilled labour force but due to the unemployment rate many families cannot send their children to school, for their children to learn the bare basics. In order for Sentula to combat this they will need to offer training lessons on mining to workers when they are being hired. They can also try and help uplift the community in which they operate in. By the implementation of a CSR project to build a school with volunteer teachers, will go a long way in contributing to South Africa's growth.

Poverty

The poverty levels in South Africa is currently sitting on 51% living below the poverty line. This is due to rural areas not having the proper infrastructures in order for the community to have their basic needs.

HIV and Aids

Chart showing the trends of where Aids is most prevalent in certain age groups, hence the most productive group having the highest rate of Aids

http://www.aids.org.za/images/hiv2.jpgAids has become a serious issue for people around the world and in South Africa. South Africa has the highest rate of HIV/Aids in the world. This can become detrimental to business as they lose out on a healthy labour force, and therefore become unproductive. It can also cause unneeded expenses to a business. If an employee has Aids and gets sick during work, it is the businesses obligation to keep paying that employee until he is fit. The company may not fire this employee as they will be charged with labour issues.

Vodacom has taken the initiative to try and prevent the spread of Aids. They decided to run a campaign which focus's on raising awareness about HIV/Aids, which encouraged their employees to know their status and Vodacom offered to provide treatment and services to combat it. 50% of Vodacom employees participated during 2008. Actual results indicate a occurrence rate of 2.3%, which was below the national levels of 5%.

Sentula mining acknowledges the force of HIV/AIDS on the company's labour force. Sentula respects the right of all employees to keep their Aids status a private issue, they also plan on providing support and service to whom ever may need assistance. They have written up a formal HIV/AIDS. Sentula also aims to support companies who are active in this regard.

Corporate Governance

Corporate Governance was bought about in the King III Report which requires companies to implement ethical and professional business practice. It aims to look after the stakeholders involved in the business. It focuses on accountability and transparency. Accountability refers to the business taking responsibility for its actions and therefore accepting the fact that they are liable for the businesses activities. Transparency refers to how open they are with the public, that they make financial statements public for all to see and any contracts entered accessible when needed to be seen.

This Framework was designed by Crowe Horwath LLP. This tried to improve and eliminate the gaps in Corporate Governance, and therefore is also a summery of all the aspects which need to be considered when looking at Corporate Governance.

http://www.crowehorwath.com/crowe/ServicesProvided/RiskConsulting/images/OldCorporateGovernanceChart.jpg&imgrefurl=http://www.crowehorwath.com/crowe/ServicesProvided/RiskConsulting/CorporateGovernance.cfm

Vodacom's Evidence of Corporate Governance

Vodacom is a company listed on the JSE therefore this means that they have the responsibility to be transparent and accountable. I have gathered the following information to show prove its transparency and accountability.

Income Statement

Balance sheet

JSE views on Vodacom

Various Graphs

Income Statement

INCOME STATEMENT

for the year ended 31 March 2009

 

 

 

 

2009

 

2008

 

2007

 

 

 

Notes

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 1

 

586.4

 

 551.4

 

381.2

 

 

Other income

 

 

-

 

-

 

68.7

 

 

Depreciation

2

 

(8.5)

 

(17.2)

 

(2.0)

 

 

Staff expenses

 

 

(321.4)

 

(294.8)

 

(250.9)

 

 

Marketing and advertising expenses

 

 

(27.0)

 

(8.0)

 

(3.8)

 

 

Other operating expenses

 

 

(144.4)

 

(120.5)

 

(94.3)

 

 

Amortisation of intangible assets

2

 

(9.5)

 

(2.9)

 

(0.1)

 

 

Impairment of assets

3

 

(470.1)

 

(320.2)

 

(334.5)

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 2

 

(394.5)

 

(212.2)

 

(235.7)

 

 

Finance income

4

 

9 291.2

 

8 555.7

 

3 533.4

 

 

Finance costs

5

 

(917.5)

 

(782.3)

 

(397.7)

 

 

(Losses)/Gains on remeasurement and disposal

 

 

 

 

 

 

 

 

 

of financial instruments

6

 

(341.0)

 

38.7

 

42.6

 

 

 

 

 

 

 

 

 

 

 

 

Profit before taxation

 

 

7 638.2

 

7 599.9

 

2 942.6

 

 

Taxation

7

 

(557.9)

 

(715.4)

 

(789.7)

 

 

Net profit

 

 

7 080.3

 

6 884.5

 

2 152.9

 

 

 

2009

 

2008

 

2007

 

 

 

Cents

 

Cents

 

Cents

 

 

Basic and diluted earnings per share

475.8

 

462.7

 

144.7

 

From viewing the income statement for Vodacom's year end, March 2009, we can see that they have been increasing their net profit quite remarkably in the last 3 years. 2152.9 million in 2007 to 7080.3 million in 2009. This I feel was due to the increase in marketing, as stated earlier marketing can make a signifgant difference in a businesses net profit. They increased their marketing expenses by 23.2 million in the last two years. Also if I were a potential investor I would notice the earnings per share amount which continues to increase therefore we can see that Vodacom's shares are increasing.

Balance Sheet

Balance sheet

as at 31 March 2009

 

 

 

 

2009

 

2008

 

2007

 

 

 

Notes

 

Rm

 

Rm

 

Rm

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

12 900.3

 

5 927.7

 

4 087.1

 

 

 

 

 

 

 

 

 

 

 

 

Investment in subsidiaries

8

 

9 342.6

 

4 319.7

 

3 127.8

 

 

Financial assets

8

 

3 218.0

 

1 086.0

 

672.5

 

 

Investment property

 

 

-

 

288.1

 

159.5

 

 

Intangible assets

 

 

102.8

 

58.8

 

3.4

 

 

Other investments

8

 

156.1

 

63.8

 

0.8

 

 

Property, plant and equipment

 

 

28.0

 

72.4

 

76.4

 

 

Deferred taxation

9

 

51.9

 

38.2

 

45.2

 

 

Lease assets

 

 

0.9

 

0.7

 

1.5

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

2 083.4

 

6 395.5

 

6 105.0

 

 

 

 

 

 

 

 

 

 

 

 

Financial assets

8

 

148.5

 

26.9

 

130.0

 

 

Non-current assets held for sale

 

 

325.2

 

-

 

-

 

 

Lease assets

 

 

0.6

 

0.7

 

1.1

 

 

Inter-company money market loans receivable

10

 

1 466.4

 

6 103.0

 

5 488.4

 

 

Inter-company accounts receivable

11

 

92.0

 

167.1

 

305.9

 

 

Trade and other receivables

12

 

23.3

 

97.6

 

151.3

 

 

Taxation receivable

 

 

19.3

 

-

 

-

 

 

Cash and cash equivalents

 

 

8.1

 

0.2

 

28.3

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

14 983.7

 

12 323.2

 

10 192.1

 

 

 

 

 

 

 

 

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

6 777.4

 

4 913.9

 

3 952.6

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary share capital

13

 

*

 

*

 

*

 

 

Retained earnings

 

 

6 777.4

 

4 897.1

 

3 952.6

 

 

Other reserves

 

 

-

 

16.8

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

120.5

 

113.2

 

106.2

 

 

 

 

 

 

 

 

 

 

 

 

Provisions

14

 

120.5

 

113.2

 

106.2

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

8 085.8

 

7 296.1

 

6 133.3

 

 

 

 

 

 

 

 

 

 

 

 

Dividends payable

 

 

2 200.0

 

3 190.0

 

2 900.0

 

 

Bank borrowings

 

 

1 885.5

 

2 456.0

 

815.7

 

 

Taxation payable

 

 

217.7

 

322.8

 

360.5

 

 

Inter-company money market loans payable

10

 

508.7

 

899.5

 

1 644.8

 

 

Provisions

14

 

139.4

 

187.3

 

140.6

 

 

Interest bearing debt

15

 

2 990.6

 

-

 

-

 

 

Financial liability

 

 

21.5

 

87.9

 

138.0

 

 

Inter-company accounts payables

16

 

79.8

 

107.6

 

82.4

 

 

Trade and other payables

17

 

42.6

 

45.0

 

51.3

 

 

 

 

 

 

 

 

 

 

 

 

Total equity and liabilities

 

 

14 983.7

 

12 323.2

 

10 192.1

 

 

 

 

 

 

 

 

 

 

 

 

* Share capital R100

 

 

 

 

Yet again I feel Vodacom has a comprehensive and complete balance sheet. We can see evidence of Vodacom's non-current, and current liabilities, as well as it Liabilities and equity. It is even good to notice that they have decreased their trade and other payables (which includes factors such as trade creditors and SARS (income tax)). You may also notice that since Vodacom only became a public company in May 2009, that no ordinary share capital was mentioned.

Graphs and analysis

Here we see the average revenue brought in by both contract and prepaid users. We can notice a trend that it is decreasing but it is suspected that this is caused by the strong competition who could be offereing better deals, therefore Vodacom needs to increase their promotions to gain the competitive advantage.

This information was brought forward by the JSE on the Vodacom website which shows Vodacom's price per share in the cents value. This is Vodacom being extremely transparent as they are showing the results of their time on the JSE. Vodacom is added on the Top-40 index on May 18 2009. It has approximately 525 million shares issued. Open at R59.50 a share and the last trade was at R58.83 a share.

http://feeds1.mcgbfa.com/InteractiveCharts.aspx?SubFeed=4&newfeed=true&CompanyKey=VodaComSA&FeedName=Large+Vodacom+Historical+Dundas+Charts_Jul+15+2009+11:21AM

Corporate Governance in Sentula Mining

Sentula Mining is a company listed on the JSE therefore this means that they have the responsibility to comply with the rules of corporate governance. I have gathered the following information to show prove its corporate governance.

Income Statement

Balance sheet

JSE views on Vodacom

Various Graphs

Income Statement

http://www.sentula.co.za/pdf/sentula_annual_results_presentation_09.pdf

This is a simplified income statement presented in a presentation representing Sentulas financial report, this is good corporate governance as they are being transparent with the reporting of financial dealings within the business. They had increased their net profit by R168 340 000…this is a tremendous increase for the company and should encourage investors to invest, although no new shares had been issued.

Balance sheet

http://www.sentula.co.za/pdf/sentula_annual_results_presentation_09.pdf

http://www.sentula.co.za/pdf/sentula_annual_results_presentation_09.pdf

The Balance sheet reflections seem to be on quite a good standard. Although there is one issue with deffered taxation which had increased and this is bad as payments and amounts owing are due to SARS and the fines can often lead to further unnecessary expenses in the business.

http://www.sentula.co.za/pdf/sentula_annual_results_presentation_09.pdfVarious graphs from JSE and Sentula Mining

The two following diagrams represent Sentula's groth on the JSE and the earnings per share in the past 5 years. We can see that they suffered a down fall in early 2008, could have been caused by the global resseccion. Also in 2009 we can see an all time high on Earnings per share, 121.1.

Ethical Issues within Companies

Due to tight regulations and the constant need for companies listed on the JSE to be audited regularly, it becomes hard for unethical people and businesses to get away with fraud. The consequences of these actions are most commonly severe and affect many involved in the business, either directly or indirectly. It can have detrimental effects on the economy and the image on which foreign investors have of South African business. The business gains negative news coverage and due to this; a bad image is portrayed of the business and could even lead to its failure.

Vodacom's unethical Issue Article

"Vodacom nepotism scandal

Staff Reporter MyBroadband | 17 January, 2010

Former Vodacom CEO Alan Knott-Craig and his son, former iBurst MD Alan Knott-Craig Jnr, implicated in Vodacom nepotism scandal

The Sunday Times today reported that one of South Africa's most prominent telecoms personalities, Alan Knott-Craig, exploited his position as Vodacom CEO to benefit his family. According to the newspaper Vodacom is fighting to "keep secret a potentially embarrassing and explosive forensic report from KPMG concerning allegations that former CEO Alan Knott-Craig snr exploited the cellular company's resources for the benefit of his family."

The Sunday Times further reports that some of the "charges levelled against Knott-Craig snr are that his son, Alan Knott-Craig jnr, was given office space and millions of rands to build and promote his businesses; that a company owned by his niece and nephew, and which was on the verge of bankruptcy, was awarded an exclusive multi-million three-year marketing and advertising contract without a proper tender process; and that he arranged for Vodacom to pay tens of thousands of rands for a call centre employee to be trained as a magician."

The full article is available on the Sunday Times website.

Knott-Craig officially resigned as Vodacom CEO in June 2008, and was succeeded by Pieter Uys who took the helm at the cellular giant in October 2008. Knott-Craig was highly regarded in the cellular industry, receiving international accolades including being inducted as one of the eight Gold Members of the GSM Association's 2001 inaugural "Roll of Honor". Knott-Craig said at the time that he will spend time on his hobbies like wildlife photography, ornithology, philately and genealogy."

Explanation

In the last year Vodacom has been involved in Nepotism scandal with one of their CEO's, who used the company as a family bank. A forensic report from KPMG uncovered the unethical doings that former CEO Alan Knott-Craig snr used Vodacom's resources in order to finance his son Alan Knott-Craig jnr. Alan Knott-Craig snr gave his son office space and massive amounts of money to promote and establish his business, which was previously owned by his niece and nephew whose business was on the verge of bankruptcy; the business got a multi-million rand marketing contract without going through all the proper procedures. Allan Knott-Craig snr also paid 10's of 1000's rands worth of money for a call centre employee to become a magician. Vodacom do not wish to release the document at present.

Knott-Craig snr is a brilliant leader and is well known for his outstanding reputation, he has been in the leadership role for the past 15 years at Vodacom (1993 until 2008).

The KPMG report found 18 charges but felt only 2 needed proper inspections. The report was done by the forensic department of KPMG after it explored claims made by senior executives in Vodacom they claimed to have uncovered; nepotism, corporate malpractice, and violations of corporate governance.

KPMG inspected malpractice that happened between 2002 and 2007, a time when the taxpayer was a big stakeholder in Vodacom, this was due to the 15% share that Telkom had in Vodacom.

The people who blew on Vodacom had also been reportedly fired without the proper procedures followed. While in court the whistle blowers claimed to Vodacom having poor corporate governance but it was followed with Vodacom changing its policies o combat it s poor governance status.

Solutions to the issue

I feel Vodacom is taking the issue too lightly with Allan Knott-Craig and his family, he unrightfully took money from Vodacom funds and customers money in order to benefit himself and family. After reading various articles on the matter I see very little action being taken against him. This therefore implies that Vodacom agrees with poor corporate governance and does not feel that the consumer should get an explanation. They are violating the transparency responsibility, they want to keep it a secret but once the news has come out it, the public already knows.

They should enforce a strong code of ethics so that employees know what the implications of committing fraud or unethical business practise is. It should lay out the procedures which are to be followed should an employee or director commit such a crime. They also need to revise their Code of Corporate governance policy to ensure that this happening does not occur again.

http://www.moneyweb.co.za/mw/view/mw/en/page1743?oid=242398&sn=Detail&pid=1743Sentula Mining Unethical Issue

"Sentula names fraudulent director

Ines Schumacher | Wed, 24 Jun 2009 10:02

[miningmx.com] -- MINING services and coal mining group Sentula Mining has named one of the two individuals the company is taking legal action against as a result of the R242m reported misappropriated in June 2008.

Sentula has filed criminal charges and a civil suit against Jason Holland, the group's former finance manager and director of subsidiary Megacube Mining, formerly known as Scharrighuisen Opencast Mining. Holland resigned on June 18 2008 "to pursue other interests".

The insider trading investigation at Sentula was initially launched by the JSE because of unusually heavy share trading volumes immediately prior to a Stock Exchange News Service (Sens) announcement on June 2 on the restatement of its 2007 annual results.

The JSE subsequently referred the investigation to the FSB. Further in-depth work was done by KPMG Forensic and the company's management team.

Holland, along with Sentula non-executive director Treve Hendry and executive director Clint Moorcroft, sold Sentula shares worth R14.2m in total between January 10 and February 27.

Holland is alleged to have invested R65m into Golden Autumn trust along with another signatory on the account, from which a further R70m was paid out to individuals and entities. "Our first port of call is the recovery of the money," Sentula CEO Robin Berry said in a presentation of Sentula's results for the year to end-March 2009.

Holland skipped the country when the fraud was discovered and is currently living in the UK.

Berry said he was reluctant to name the second signatory to the account because the company is yet to receive a responding affidavit, which is due on Friday. "It may be detrimental to the case to name him now," Berry said.

He added Sentula was confident both of the individuals were implicated in the fraud. "We've sequestrated the Gold Autumn trust and Holland along with a couple of the beneficiaries of the account," Berry told Miningmx.

"While the amount defrauded remains R242m, it related only in part to fixed assets with the remainder related to a recovery of import and associated costs and a VAT recovery," Sentula said in a statement.

Of the R242m, R46m has been returned. The remainder has been identified as invested in the Golden Autumn trust, an offshore facility based in Germany and various assets.

Berry said the company may not recover all the funds, since the fixed assets have taken a dip in the present economic environment. He said Sentula had a better chance of recovering the money, but it would take longer to do so.

Sentula has also given a cautionary to the market, saying it was considering various initiatives to strengthen its balance sheet and "allow for the alignment of its capital structure to its business model and the current environment".

Sentula reported strong increases in its revenue, up 13% to R3bn. Its operating profit increased by 300% to R480m. "We've experienced quite a challenging financial year, but we are facing the future with renewed determination and clarity of purpose," Berry said.

Explanation of Issue

Sentula Mining has charged founder and former MD with criminal and civil charges, allegedly concerned in a R242m fraud during the 2008 financial year. Suspicions were raised when heavy amounts of share stock flow occurred and this caused the JSE to investigate. The forensic work was conducted by KPMG who dug deeper into the companies books and transactions.

They had discovered that Holland, Treve Hendry and executive director Clint Moorcroft, had sold up to R14.2m worth of shares in the space of 48 days. Holland has fled to the UK, in fear of facing law suits. Sentula have taken the matter very seriously and therefore the investors can feel safe that the business will not let it happen again. "We've sequestrated the Gold Autumn trust and Holland along with a couple of the beneficiaries of the account," Berry told Miningmx.

R46m has been returned to Sentula. The rest was placed in a overseas trust called Gold Autumn in Germany, an amount of R65m had been invested into Golden Autumn trust as well as a R70m was paid out to persons. Much of the funds will not be claimed back due to some of it being in fixed assets and due to the economic crisis, value had caused it to depreciate.

Solution to Issue

I find it worrying that Sentula never suspected anything wrong with the books and it was the JSE who discovered it. Therefore I feel that the internal controls of Sentula need to be revised.

They need to hire competent internal auditors who on a regular basis, check the financial standing and position of the business. These checks should be conducted every 4 months to even 1 month. This will encourage ethical behaviour in the business as employees will find it hard to conduct fraud. Sentula should also hire an independent auditor who does not have any affiliations with the company, therefore a fair and comprehensive audit will take place.

It is also the requirement of the King III report for companies to conduct regular external audits. By companies having regular audits with external companies such as KPMG or Price Water House Coopers…they would get a fair and accurate report on the companies ethical standing and corporate governance.

Code of Conduct

A code of conduct is in place to show employees and the public how a business would like to conduct business, therefore it is important that a business needs make it easy to understand and clear to all of those who will read it.

Code of conduct of Vodacom

I have decided to incorporate aspects of the Code of Conduct from Vodacom which I felt needed mention or review. This aspects are labelled under the following heading:

Marketing practise and advertising

Discrimination

Confidentiality

Service Standards

Vodacoms commitment

Job Appointments

Code of Ethics

MARKETING PRACTICES AND ADVERTISING

Vodacom has assured the public that their advertising and promotional material is not misleading and abides to the rules of the Advertising Standards Authority of South Africa's Code of Conduct and any other regulations laid out by the company.

This shows that Vodacom believes in fair marketing among its competitors, therefore not undermining them. They also comply with the standards of the ASASA code of conduct, therefore Vodacom will follow rules and understand the implications of their actions if they are to break the agreement.

DISCRIMINATION

Vodacom is committed to treat all subscribers and SPs fairly and equally. Vodacom will not show any undue preference to, or exercise undue discrimination against any person or class or category of persons in respect of the provision of any Vodacom service.

6. CONFIDENTIALITY

Vodacom and its authorised SPs commit to hold in strict confidence all customer personal information and not to disclose any such information to third parties unless required by law or in terms of its licence. All reasonable steps are taken to ensure that customer information is kept confidential, and is not disclosed to third parties without prior customer approval, or used for any other purpose than furthering the service provided to you by Vodacom.

4. SERVICE STANDARDS

Vodacom is committed to providing service of the highest quality in compliance with applicable international and domestic requirements.

Vodacom measures network quality according to the parameters set out in its licence and periodically reports to the industry regulator, ICASA.

2. VODACOM' S COMMITMENT

2.1 Consumer Rights and Provision Of Information

We promise to

o Act fairly and responsibly and treat you with respect

o Not unfairly discriminate against you on any basis

o Provide you with relevant products and services information

o Protect the confidentiality of your information

o Conduct our business in compliance with all relevant regulations

o Assist you should you wish to port your number

o Assist you should you need to lodge a complaint and obtaining redress in respect of such complaint

5. Appointments

5.1 The selection and appointment of directors should be matters for the board as a whole and as such nomination

committees are not recommended.

5.2 An executive director's service contract. if any. should not exceed five years in duration.

13. Code of Ethics

13.1 A corporation should implement its Code of Ethics as part of the corporate governance of that corporation.

13.2 A Code of Ethics should:

13.2.l Commit the corporation to the highest standards of behaviour;

13.2.2 Be developed in such a way as to involve all its stakeholders to infuse its culture;

13.2.3. Receive total commitment from the board and chief executive officer of the corporation.

13.2.4. Be sufficiently detailed as to give a clear guide to the expected behaviour of all employees.

Sentula's Code of Conduct

Code of Ethics

A Code of conduct ("the Code") is in place

in order to integrate sound ethical

practice and corporate governance

compliance at all levels of the Group. As

it pertains to the directors of the

company, the Code demands that they

conduct their duties with honesty, due

care and skill. However, the Code

stipulates that the directors not only act

with integrity and diligence but also

that they ensure they are familiar with

all their duties and fiduciary

responsibilities as directors of the

company including:

c ongoing training sessions;

c compliance with laws and

regulations;

c meeting attendance;

c disciplined and proactive meeting

participation;

c striving to improve individual

performance;

c keeping personal transactions

separate from those of the company;

c acting in Sentula's best interests; and

c confidentiality of the Group's

information.

The Code provides a three-step

guideline for determining whether an

act or omission is considered to be

unethical. Any violations of the Code

are referred to the Board and the

relevant director may be removed from

office if found to be in serious breach.

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