Momentum Metropolitan : King IV application register 2021

Application of KING IVTM

Summary Report 2021

Application of KING IV™ Principles - FY2021

The following table provides a summary of the application by Momentum Metropolitan (MM) of King IV™ principles for FY2021. The King IV™ disclosures for Momentum Metropolitan Holdings Limited (MMH) are mutatis mutandis applicable to Momentum Metropolitan Life Limited (MML) considering that disclosures are made for Momentum Metropolitan as the Group. Both MMH and MML rigorously apply the disclosures required by legislation and governance standards applicable to the Group. The disclosures are described in greater detail in the MM Group Integrated Report , as per the referenced pages below.

Reference in certain instances are made to the latest integrated report or to the Group's website for further information.

	KING IV Principle			IR page			MM Application / Explanation
				number
1.	The governing body should lead ethically and	31, 40-44			The MMH and MML Boards (or interchangeable, the Group "Board") subscribes to the generally acceptable norms
	effectively					and conduct that find application in society as a whole and assumes responsibility for governance and ethics in
							Momentum Metropolitan. The Board facilitates the establishment of an ethical culture by demonstrating ethical
							leadership, approving an appropriate code of ethics, fraud and corruption prevention policy and ensuring
							management's accountability for establishing an ethical culture. The Board remains committed to the highest
							standards of integrity, as per its own Code of Conduct incorporated in the Board Charters, as well as the MM
							Group wide Code of Conduct and Ethics. The Board Charters, governance codes, and their underlying principles,
							are considered and approved by the Board. The Board Charters, Board Committees' Terms of Reference ("ToR")
							and Code of Ethics Policy are available on the website.
							It is evident from the Board meeting discussions that Board members act ethically, beyond mere legal compliance,
							when applying their minds to matters submitted to them. At the beginning of each of the governance meetings
							the conflict of interest of members are formally recorded, if any. The prescriptions per the Companies Act are
							followed in this regard. Furthermore, the Register of Conflicts of Interest s for the directors is disclosed annually
							on the MM website with the publishing of the annual financial statements.
							Individual Board members and the Board as a unit are annually subject to board effectiveness evaluations (Refer
							to Principle 9). Furthermore, Board members annually complete declarations confirming their commitment to act
							in good faith. These include inter alia a formal declaration of their financial, economic and other interests,
							including related parties, and they regularly update the Board in this regard, as well as a Fit and Proper declaration
							per the requirements of the Prudential Authority Governance and Operational Standards for Insurance Groups
							("GOI").
							Directors also do not deal in company securities during closed periods.
							The MM Board Social, Ethics and Transformation Committee (SETC), as per its mandate captured in its ToR, assists
							with the monitoring and review of implementation and the efforts to establish an ethical culture. The SETC full
							range of responsibilities are recorded in its ToR.
2.	The governing body should govern the ethics of	41, 43-44,			In addition to what was highlighted in Principle 1, the SETC, through consideration of documents, agenda items
	the organisation in a way that supports the	47, 49,			determined by its TOR and topical discussion points, continually reviews and revises MM Group's frameworks,
	establishment of an ethical culture	105, 117			policies and controls and develops and implements new ones where necessary, relating to ethical behaviour.

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Disclosures on Momentum Metropolitan Group's Application of the King IV Code Principles

	KING IV Principle			IR page			MM Application / Explanation
				number
							This approach enables the optimisation of our governance standards and ensures that corruption and unethical
							behaviour is appropriately managed and detected within the MM Group. Example of policies promoting integrity
							of the MM Group include the local and international Whistleblowing Policy and the Escalation Protocol Guidance
							Note.
							A number of ethical training and awareness campaigns are also deployed on a regular basis.
3.	The governing body should ensure the	1, 10, 22,			The Board directs the facilitation of responsible corporate citizenship and a stakeholder-inclusive approach that
	organisation is and is seen to be a responsible	41, 43,			will help the Group to achieve its objectives and vision.
	corporate citizen	47, 105,			The Board fulfils its corporate citizenship responsibilities through, inter alia, delegated responsibility to the SETC.
			112-113,			The role of the SETC includes ensuring that the MM Group's businesses operate in a manner that is sensitive to
			141-147,			economic, environmental, social and governance factors. The SETC assists with inter alia the Group
			150, 152-			Transformation and Sustainability strategies. A Board approved Sustainability Framework was implemented
			157			during 2021 in terms of which a Sustainability Forum was established. The Group Transformation Steerco also
							reports into the SETC relating to transformation themed matters.
							Momentum Metropolitan strives to be a good corporate citizen to the benefit of all the countries in which it
							operates. Material initiatives regarding good corporate citizenship are reported to the SETC.
							Careful consideration is given to the utilisation of energy, water and other environmental resources to ensure an
							effective contribution to sustain the environment for the future, and Momentum Metropolitan has set a carbon
							emissions reduction target for 2030 and has adopted sustainable business policies aligned to those promulgated
							by the UNEP FI Principles for Sustainable Insurance initiative.
4.	The governing body should appreciate that the	2, 26, 41,			The Board oversees the creation of a sustainable business, recognising that its activities and outputs can have
	organisation's core purpose, its risks and	43			both positive and negative impacts on the economy, society and environment in which it operates, as well as the
	opportunities, strategy, business model,					capital it employs to create value for stakeholders, by achieving good performance. The Board has implemented
	performance and sustainable development are					strategy, risk and sustainability frameworks, to mention but a few, and continuously monitors and reports on
	all inseparable elements of the value creation					these in its annual IR.
	process					MM's strategy map, critical focus areas, business model, performance and sustainable development, are
							discussed, amongst others, at the annual strategic sessions. The Group sets its strategy objectives by assessing the
							risks and opportunities presented in relation to the risk appetite and risk statements.
							The Board focus time on discussing long-term issues and dealing with uncertainties in a thoughtful manner.
							The Board further ensures that Management has a robust process of dealing with crisis situations through
							proactively preparing business contingency strategies. The MM Executive Committee (Exco) is the custodian of
							the strategy and is tasked by the Board for the strategy execution for a cycle of three years, as annually approved
							by the Board. In the context of MM Group's federated operating model, each business has an opportunity to
							present deep dives to Exco and the Board regarding critical business matters and the progress by the business
							against strategic objectives.
5.	The governing body should ensure that reports	2, 4, 43			The Board assumes responsibility for the integrity of the IR and other external reports that are published on the
	issued by the organisation enable stakeholders to					MM website. The Board critically assess and satisfy themselves as to the assurances obtained in terms of the
							combined assurance model. The model enables an effective internal control environment that supports the
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Disclosures on Momentum Metropolitan Group's Application of the King IV Code Principles

	KING IV Principle			IR page			MM Application / Explanation
				number
	make informed assessments of the organisation's					integrity of information used for internal decision making by management, the Board and Board Committees
	performance					(Refer to Principle 15).
							The MM Group reports are compiled in accordance with legislation, as well as international and South African
							reporting standards, and the materiality of information is determined through internal and external engagement
							with oversight by the MM Board Audit Committee. The MM Group is focussed on reporting material information
							about its performance and its short, medium and long-term prospects.
6.	The governing body should serve as the focal	40-43			The Board provide direction as governance custodian by establishing accountability, delegation, monitoring and
	point and custodian of governance in the					oversight. Governance structures, organograms, governance frameworks and delegations of authority are revised
	organisation					periodically to enhance governance processes and outcomes. The Board ensures that appropriate strategies,
							policies, charters, ToR, etc, are in place. It further ensures effective control at Board, Committee and executive
							and management levels, as well as effective risk management and technology and information governance.
							Furthermore, the Board ensures that the necessary assurance services and functions are in place, to achieve
							compliance with relevant laws and regulations.
							The Board Charters and Board Committees' TORs underpin the Board's responsibility for good governance. They
							put in place arrangements for delegation of authorities that promote independent judgement and balance of
							power, which lead to the effective discharge of duties within the Board and the Board committee structures as
							well as at executive and other levels of management. The Board Committees report to the Board at every Board
							meeting. At each of the Board and Committee meetings, the members ensure that they are and/ or have
							discharged their responsibilities in terms of the annual work plan for that governance forum. Therefore, the Board
							and the Board Committees are satisfied that it has fulfilled its responsibilities in accordance with the Board charter and
							various ToR for the reporting period.
							Overall, application of the King IV™ recommended practices are an ongoing focus by the Group.
7.	The governing body should comprise the	33-43, 45			The MMH and MML Boards share the same composition. The composition of the Board is such that it caters for
	appropriate balance of knowledge, skills,					diversity and independence in order to discharge its duties effectively and objectively. Both Board compositions
	experience, diversity and independence for it to					are disclosed on the MM website.
	discharge its governance role and responsibilities					The Board Charters and Committee TORs also ensure that a balance of power exists and that conflicts of interest
	objectively and effectively					are detected and managed appropriately. Each of the Board Committees comprise of at least three members as
							stipulated in its ToR. The Board promotes broader diversity at Board level, including setting gender targets,
							attaining progressive race targets and skills. The MM Nominations Committee is further tasked with Director's
							rotation, retirement and appropriate succession planning and deliberate thereon on an ongoing basis. The Board
							approved a MM Nomination and Evaluation of Directors Policy during 2021 that addresses the nomination and
							appointment of directors, as well as composition and diversity requirements of the Board. The voluntary
							measurable objectives to achieve diversity at Board level is reviewed annually, for adoption by the Board.
							Currently, the Board intends to ensure that 30% of its directors are female, with 50% Black and majority
							independent.
							In addition to the annual Board Assessment that was performed, an independence analysis was performed for the
							remaining long-serving director on the Board. The last two of the seven long-serving directors identified for a

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Disclosures on Momentum Metropolitan Group's Application of the King IV Code Principles

	KING IV Principle			IR page			MM Application / Explanation
				number
							phased rotation over a three-year period will retire at the 2021 AGM. New director appointments were made in
							June 2021 to address the gaps left by these departures.
							Non-executive meetings of the Board are highly regarded and provide a good platform to discuss issues of
							relevance in closed sessions. The independence of non-executive directors is determined per the King IVTM and
							JSE guidelines.
							Management is empowered to execute the agreed strategy with good role clarification between non-executive
							directors and the three executive directors.
8.	The governing body should ensure that its	2, 43, 45,			Added to Principle 7 above, the Board oversee the MM Group's delegation of authority policy which, together
	arrangements for delegation within its own	47-50			with the Memorandum of Incorporations of the Board (MOIs), determine the delegated powers to the governance
	structure promote independent judgement and					structures and leaders within the Group. The policy is inclusive of a MM Group Delegation of Authority Policy and
	assist with the balance of power and the effective					Chief Executive Officer (CEO) sub-delegation policy and guidelines for further onward delegations.
	discharge of its duties					The Board has also exercised its prerogative to establish various Board Committees, which are legally compliant
							and constituted, in order to assist the Board to effectively discharge its duties and to allow for balance of power,
							to ensure that the distribution of authority between the Chairman, the Board and the Board Committees does not
							lead to instances where individual(s) dominate decision-making within governance structures or where undue
							dependency is caused. Committee meetings are facilitated to ensure robust dialogue, open sharing of ideas and
							rigorous decision making.
							The TOR of each Board Committee provides for attendance by non-board members. External advisors and subject
							matter experts often present at the Board and Committee meetings as evidence by the respective sets of minutes
							and more detail is available upon request from the Group Company Secretary.
							Each Board Committee has a Board approved TOR, which sets out its purpose, composition, functions, and
							authority as determined by the Board. All the Committees review their meeting agenda items against their Annual
							Work Plan at every meeting. The Committees have satisfied themselves that they had fulfilled their responsibilities
							in accordance with their respective TORs. The memberships and high-level mandate of the Board Committees is
							attached as Appendix A.
							The statutory MM Board Audit Committee is responsible for inter alia reviewing the independence of the external
							auditors and concluding whether the group is satisfy with the quality of the audits provided. The Audit Committee
							report, that forms part of the IR, addresses the opinions formed by the Committee on the external auditors serving
							the MM Group for the past two years and the rotation of the external audit partner, as well as its view of the
							effectiveness of the Chief Financial Officer (CFO), the MM Finance Function, Chief Audit Executive, and of the
							arrangements of the combined assurance within the Group. For further information refer to the MM Audit
							Committee Report included within the annual financial statements which are available on the MM website.
9	The governing body should ensure the evaluation	39, 42			Independent evaluations of the Board, its members and its committees are conducted in a two-year cycle and
	of its and its Committees' performance as well as					utilises the outcomes of these evaluations to identify weaker areas for improvement to build on key performance
	its chairs and individual members and support					areas.
	continued improvement in its performance and					An independent effectiveness evaluation was performed during FY2021. The evaluation included a review of the
	effectiveness					overall performance of the Board, the Board Committees, individual directors, independence reviews of long-
							serving directors, as well as the roles of the CEO and Group Company Secretary. The Board discussed the reports
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Disclosures on Momentum Metropolitan Group's Application of the King IV Code Principles