NETCARE LIMITED CORPORATE GOVERNANCE POLICY POLICY NUMBER COR13 PREPARED BY APPROVED BY GROUP LIABILITY AND S CORPORATE GOVERNANCE PREPARATION DATE JULY 2014 ISSUE DATE AUGUST 2014 REVISION DATE AUGUST 2015 VERSION 10 (2014)
COPYRIGHT WARNING NOTICE This policy and procedure is the property of Netcare Limited. Copyright subsists in this work. Any unauthorised reproduction, publication or translation of the work are acts of copyright infringement and may lead to criminal prosecution. The compilation and input to the guide was obtained from experts in the field. Any changes and alterations can only be made with the approval of the authors. Reference to one gender can be interpreted to imply belonging to either gender. Any deviations from this policy and its supporting standard operating procedures require the approval from the assigned approval committee. All deviations, comments and suggestions could be emailed to policies@netcare.co.za Page 2 of 15
1. PURPOSE OF THE POLICY 4 2. RISK 4 3. OBJECTIVES 4 4. RESPONSIBILITIES OF MANAGEMENT 5 5. INSURED 5 6. CRITICAL REPORTING PROCEDURES 5 7. UNINSURED/UNINSURABLE RISK 6 8. CATEGORIES OF COVER: 10 9. REFERENCES 11 ANNEXURE A LIMITS AND EXCESS 12 Page 3 of 15
1. PURPOSE OF THE POLICY The arrangement and purchase of insurance protection is a central function. It is recognised that managers need information about the cover arranged on their behalf. This document has been produced to satisfy this need, and so doing provides a framework against which the Netcare's Group risk financing philosophy can be understood. This should be read in consultation with the insurance policies itself, posted on the intranet policy portal upon renewal of the insurance cover annually. 2. RISK Insurance is a vital part of the risk protection and mitigation strategy. Failure to understand insurance cover and an omission to protect the rights of insurers and underwriters may result in repudiation of claims. 3. OBJECTIVES Objectives of an insurance programme are: i. Risk identification and advice on the type and scope of coverage suitable to protect risk exposures ii. To optimally manage the cost of risk within the parameters of sufficient insurance cover iii. Optimal recovery of claims costs from third parties iv. Preparation of statistical data for management to identify adverse trends v. To ensure proper business continuity management under adverse conditions and to limit the potential loss as a result of same vi. To develop the required risk insights regarding top ten risks, claims frequency and severity and emerging risks Page 4 of 15
4. RESPONSIBILITIES OF MANAGEMENT i. Reporting all loss incidents to the insurance department ii. Eliminating or improving as far as is possible and affordable conditions and practices which may cause loss iii. Maintain accurate statistical information on all losses incurred at individual business units. 5. INSURED Network Limited, including all controlled, associated or subsidiary companies and/or their agents and representatives, contractors and subcontractors, consultants, joint ventures, charitable organisations, institutions managed by them, sports and social clubs, recreational facilities including all similar associated activities past or present undertaken by the Policyholder, or parties acting on the authority of the Policyholder, and any other legal entity required by contract or understanding or presumed to be insured, property owners and tenants, the provision of canteen, social, sports, first aid, firefighting and welfare facilities for the benefit of the Policyholder s staff, as well as all similar past, present and future activities, for their respective rights and interests. 6. CRITICAL REPORTING PROCEDURES i. Netcare has a duty to notify any changes that could materially affect risk. Failure to do so may void the insurance cover and allow insurers to repudiate liability. ii. Please notify Liability and Insurance Department with suitable prior notice of the following, so that the possible risk implications and effects can be assessed: a. New premises; location changes (permanent or temporary); premises extension; change of occupancy. b. Take-overs, mergers, new acquisitions, joint ventures, partnerships, divestitures or dormant companies. c. Extension of business activities outside South Africa. Page 5 of 15
d. Any major capital additions inclusive of construction undertaken. e. New and second-hand machinery (plant & equipment and medical equipment disposed of or acquired, including changes in fleet. f. Dependence on any one Customer or Supplier exceeding 25% of turnover. g. Assumption of increased liabilities or obligations by contract, suppliers' or customers' trading conditions, and the granting of indemnities, hold harmless agreements and the like. h. Joint venture agreements and the relevant insurance responsibilities. i. New or amended legislation affecting risk exposures. j. Alteration or disconnection (temporary or permanent) of fire, safety or security protection equipment, systems of control procedure. k. New business activities, products or services which are departure from your core activities. l. All goods in transit, exceeding R500 0000 to be reported to Risk Management. m. Known circumstances that could give rise to future claims during the policy period. n. Please report all losses to Group Risk Management for record purposes to the insurer. 7. UNINSURED/UNINSURABLE RISK i. Material Damage disappear. Accounts Receivable (inability to recover debts due to destruction of records). Page 6 of 15
Confiscation, expropriation, nationalisation and deprivation / investment insurances on overseas assets. adioactive, Chemical, other. Currency and Exchange Fluctuations. Deterioration of Stock / Change of Temperature (ie. fluctuations in temperature causing damage to property in cold storage). Deviation, transrequired. Growing Timber / Crops, Plantations. Livestock (fowls, fish, etc.). Motor Car Radio / Tape. Mysterious losses evident only on taking inventory. Nuclear and Radioactive and Chemical Contamination. e.g. - Outside R.S.A. / Namibia - - Net Profit Rejection of goods, repatriation expenses and diminution of selling price. (costs for research which has to be redone following a loss). Sanctions implications (Marine). Solidification of furnace. Subrogation Rights Waiver (where the client waives rights of recovery against negligent Third Parties). War and Terrorism. Wear and Tear / Corrosion / Atmospheric Conditions. Page 7 of 15
ii. Liabilities Works of Art. Advertisers Liability. Aviation Products. our custody. Breach of copyrights, trademark or patent. Charterers Liabilities (e.g. liability arising from chartering ships, planes, etc.). Defamation (libel and slander). Employers Liability (gradual diseases). Environmental Impairment (liability arising from pollution on a gradual basis). Farmers / Plantation Owners Liability. Forest Act (enhanced liability for spread of fire). Intangible property (e.g. patents, copyright, etc.). e.g. alleged damage to environment. Nuclear / Radioactive liabilities. Products Recall (cost of recalling products that perform inadequately or which may cause injury or damage). Prospectus Liability. Radioactive Contamination. Worldwide cover including USA, Canada and EC without the SA Jurisdiction Clause. Page 8 of 15
iii. Motor following loss or damage to your vehicle. Nuclear, Radioactive and Chemical Contamination. War and Terrorism. iv. Group Personal Accident Disability Permanent and/or Temporary. Hazardous pursuits (e.g. hang-gliding, mountaineering, motorcycling other than on business, etc.). Key Man Cover following Life, Personal Accident, Fire, etc. risks, including cover where a number of employees rather than key people are killed or disabled. Medicals and assistance whilst overseas. Motorcycling. Piloting Aircraft. Sickness. Travel and Baggage. War and Terrorism. v. Employee Benefits Annuities Deferred Compensation. Job Loss and Bond Payer. Life Cover (Group, Individual, Key Man). Salary Continuance vi. Business Interruption vii. (Consequential Loss / Loss of Profits) Advance Profits (where assets are not yet complete and in production) following perils of marine, engineering, transit, contract works. Page 9 of 15
Loss of market (except where covered by interruption policies). employees in a fire, explosion, etc. please also see Key Man Cover. SASRIA / NASRIA (please refer to Summary Section for more details). following strike viii. Miscellaneous at suppliers. Aviation including non-ownership / hirers liability. Bonds / Guarantees / Sureties. Cash Management System. Credit Insurances (domestic or export credit). Extortion (including products, computers, etc.). Kidnap / Ransom. Mechanical Cheque Signing Indemnity. Takewhile insurances are evaluated. indemnity for use of word block cheques). 8. CATEGORIES OF COVER: i. Assets All Risk and Business Interruption ii. SASRIA iii. Property Terrorism & Sabotage ( PTS) iv. Liability: professional-, medmal-, public-, products-,employer s-motor third party liability. v. Directors & Officers Liability vi. Commercial Crime vii. Trustees Liability Page 10 of 15
viii. Motor Fleet Cover ix. Aviation, Hull War & Liability & personal Accident x. Airport owners and operators Liability xi. Construction insurance 9. REFERENCES i. AON Insurance Brokers. ii. Risk Management Team. iii. Various Netcare Insurance Policies. Page 11 of 15
ANNEXURE A LIMITS AND EXCESS LIMIT OF EXCESS COMMENTS CLASS OF INDEMNITY Pension and Provident Fund R25 000 000 Nil Cover for the Board of Trustees and PO of the Netcare Retirement Funds Medical Fund R25 000 000 Nil Cover for the Board of Trustees, PO and Chairman of the Audit Committee Directors and Officers R300 000 000 Nil Exclusions for asbestos. Page 12 of 15 Printed copies of documents are uncontrolled and should be destroyed
Fidelity Guarantee R30 000 000 R1 000 000 Exclude war and terrorism, fire and money And Computer Fraud R10 000 000 laundering. limit Liabilities R100 000 000 Nil War and Terrorism excluded. Note that whilst the policy has an excess of R500 000 all units are covered from a limit of Nil via arrangements in the Netcare cell captive. Riot Wrap Around R50 000 000 R150 000 Insured perils include terrorism, mutiny, strike, riots and civil action. Hull, Hull War and Liability Cover Per Aircraft Set per aircraft Specific for Netcare911 s purposes Page 13 of 15 Printed copies of documents are uncontrolled and should be destroyed
Airports Liability R25 000 000 R10 000 for property damage only Applies to Helipads in operation at each facility Personal Accident R500 000 and R100 000 TTD 14 days Applies to Rotor Wing, Fixed Wing and Coastal Fleet. Lower limit applies to coastal fleet. Directors and Officers R150 000 000 Nil For all directors and officers of the Group. Motor R350 000 Excess R5000 for own damage and R500 per glass incident Territorial Limit RSA, Namibia, Botswana, Lesotho and Swaziland Property Damage Per the disclosure made Water R500 000 with Asset Buy-down policy applies with Class A = on the Insurance escalation to R750 000 R100 000, Class B = R75 000, Class C = declaration. after first incident, R50 000 and Class D = R20 000. R1 000 000 after second incident; Page 14 of 15 Printed copies of documents are uncontrolled and should be destroyed
Page 15 of 15 Printed copies of documents are uncontrolled and should be destroyed