De qué hablamos de: violencia /agresividad

74. INTERESTS OF DIRECTORS

AND PROMOTERS

Save as otherwise disclosed above, none of the Directors of BTCL has, or has had:

− any material interest, direct or indirect, in any transaction entered

into by the Company during the current or immediately preceding

financial year or in any earlier period, that remain in any respect

outstanding or unperformed;

− any material beneficial interest, direct or indirect, in the promotion

of the Company or in any property acquired during the three years preceding the date of this Prospectus; and

− no sums have been paid or agreed to be paid to any of the

Directors or to any associate of any Directors to induce him to become a director of BTCL or otherwise for services rendered by him to BTCL, other than disclosed herein.

Likewise, none of the promoters has had any such interest.

75. COMMISSIONS OR AMOUNTS

PAYABLE TO PROMOTERS

No commissions or any other amounts were paid to promoters during the three years preceding publication of this Prospectus.

Commission at the rate of 0.85% on the value of shares allotted

or allocated to a successful applicant in terms of an Application will be paid by either BTCL or the Selling Shareholder depending on whether such shares were allotted or allocated from the Offer for Subscription or from the Sale Offer to the stockbroker’s whose stamp appears on such Application forms.

76. REGISTRATION OF PROSPECTUS

This Prospectus was registered in terms of Section 308 of the Companies Act by CIPA.

77. CONSENTS

The Financial Advisors to the Selling Shareholder and Reporting Accountants, Legal Advisors to the Selling Shareholder, Financial Advisors to the Company, Legal Advisors to the Company, Sponsoring Broker, Receiving Bank, Transfer Secretaries and

78. DEMATERIALISED BTCL SHARES

Shares may only be traded in dematerialised form on the BSE.

Shares will not be issued in certificated form as per the Constitution (see Annexure 8).

79. DOCUMENTS AVAILABLE FOR

INSPECTION

Copies of the following documents will be available for inspection

at the registered office of BTCL in Gaborone, Botswana at any time

during business hours on business days prior to the Closing Date:

− the Constitution;

− the BTCL Board Charter and the various BTCL Board Sub-

Committees’ Terms of Reference;

− annual financial statements for BTCL for the years ended 31 March 2013, 2014 and 2015;

− the Independent Reporting Accountant’s Assurance Report on

the compilation of pro forma financial information included in the Prospectus, the text of which is included in Annexure 5 to this

Prospectus;

− the Independent Reporting Accountant’s Assurance Reports on the profit forecast included in the Prospectus, the text of which is included in Annexure 6 to this Prospectus;

− Legal Due Diligence Report issued by Collins Newman & Co; − Financial Due Diligence issued by Deloitte and Touche; − Valuation Report issued by Deloitte and Touche;

− copy of a letter from MFDP dated 10 December 2015 in respect

of the underwriting for the Offer for Subscription;

− the written consents referred to in Section 77 above; − the Shareholder Compact;

− a letter from MTC dated 14 August 2013 in relation to Separation

between BTCL and BoFiNet;

− copies of material contracts out of the ordinary course of business referred to in Annexure 7; and

80. CORPORATE GOVERNANCE

The BTCL Board is committed to the practice of good corporate governance and the guidelines of the BSE Code of Corporate Governance, King III, BSE Listings Requirements and the Companies Act.

The key features of BTCL’s approach to corporate governance are set out below. In addition, special attention is to be given to:

− providing all stakeholders and the financial investment community

with clear, concise and timely information about the Company’s operations and results;

− ensuring appropriate business and financial risk management; − ensuring that no employee may deal, directly or indirectly, in BTCL

Shares on the basis of unpublished price-sensitive information regarding the business; and

− acknowledging the Company’s social responsibility and providing

assistance and development support to the communities in which it operates, and to deserving institutions at large.

Non-compliance with the BSE Code of Corporate Governance and the King Code

It should be noted that BTCL has previously been a parastatal and has therefore not been obliged to comply with the BSE Code of Corporate Governance.The BSE Code of Corporate Governance will be applied throughout BTCL and by the publication of its 31 March

2016 set of annual financial statements the Directors are confident

that they will be able to state that the Company is compliant with the BSE Code of Corporate Governance.

80.1. BTCL Board of Directors

The BTCL Board is responsible for setting the direction of the Company through the establishment of strategies, key policies

and the approval of financial objectives and targets. It monitors

the implementation of strategies and policies through a structured

approach to reporting by executive management and recognises

the responsibility for the management of relationships with its various stakeholders.

The BTCL Board is expected to meet at least quarterly and

retains full control over the Company. The BTCL Board monitors

management, ensuring that material matters are subject to BTCL

Board approval, and reserves to itself a range of key decisions to ensure that it retains proper direction and control of the Company.

PArT G:

CorPorAte GovernAnCe

non-executive directors

The BTCL Board has 6 non-executive Directors. Non-executive Directors bring with them diversity of experience, insight and independent judgment on issues of strategy, performance,

resources and standards of conduct.

executive directors

The executive Directors are involved with the day-to-day business

activities of BTCL and are responsible for ensuring that the decisions, strategies and views of the BTCL Board are implemented. The Managing Director cannot hold the position of Chairman.

80.2. Policies relating to nominations, appointments and division of Directors’ responsibilities

nominations and appointment of directors

The BTCL Board regularly reviews its required mix of skills and experience and other qualities such as its demographics and

diversity in order to assess the effectiveness of the BTCL Board. This review is by means of a self-evaluation of the BTCL Board as a whole, its committees and the contribution of each individual Director.

The Chairman of the BTCL Board is responsible for ensuring a prudent and ongoing process of Director selection and development. The Chairman may, if in the Chairman’s view appropriate, co- opt other BTCL Board members to assist in this process, either informally or formally.

The Chairman, or if appropriate, the committee charged with responsibility for Director selection and development:

− makes recommendations to the BTCL Board on the size and

composition of the BTCL Board generally, and the balance

between executive and non-executive Directors appointed to the

BTCL Board;

− makes recommendations to the BTCL Board on the appointment of new executive and non-executive Directors, (skill and experience, demographics and diversity being taken into account

in this process);

− procure as far as possible that new Directors undergo an

appropriate induction process which, in addition to ensuring such

Directors understand their fiduciary duties, will familiarise them

with the Company’s operations, senior management and its

− the BTCL Board is responsible to put in place a plan for

Management succession.

New appointments to the BTCL Board are submitted to the entire BTCL Board for approval prior to appointment.The appointment of Directors is required to be approved by shareholders in general

meeting other than casual vacancies which may be filled by the BTCL

Board and require approval only at the immediately succeeding annual general meeting of the Company.

division of responsibilities

There is a clear division of responsibilities between the executive and the BTCL Board. The executive Directors have the responsibility for the day-to-day running of the business and the execution of the Company’s strategy, subject at all times to the policies and positions

adopted by the BTCL Board.

The Chairperson and Managing Director provide leadership and guidance to the BTCL Board and they also encourage proper deliberation of all matters requiring the BTCL Board’s attention and obtain optimum input from the other Directors.

80.3. Company Secretary and professional advice

All Directors have unlimited access to the advice and services of the Company Secretary, who is responsible to the BTCL Board for ensuring that BTCL Board procedures are followed. All Directors,

subject to approval, are entitled to seek professional advice at the Company’s expense, concerning the affairs of BTCL.

80.4. BTCL Board committees

The BTCL Board has an Audit and Risk Committee; a Human

Resources, Remuneration and Nomination Committee; and a Technology and Investment Committee. These committees are fully mandated by the BTCL Board as to their membership, scope of authority, responsibilities and duties. These committees are chaired

by non-executive Directors and are comprised of a majority of non- executive Directors.

Directors’ remuneration is required to be approved by shareholders in general meeting before any change.

Audit and risk Committee

The Company’s Audit and Risk Committee is chaired by a non-

executive Director. The members are financially literate and no relationship exists that could interfere with the Audit and Risk

Committee members’ independence from management.

The external auditors have unrestricted access to the Audit and

Risk Committee. The Committee meets at least four times a year

and the external auditors and appropriate members of executive

The Audit and Risk Committee provides assistance to the BTCL Board with regard to:

− ensuring compliance with applicable legislation and requirements

of regulatory authorities;

− matters relating to financial accounting, accounting policies

reporting and disclosure;

− appointment and retention of external auditors; − external audit policy;

− review/approval of external audit plans, findings, problems,

reports and fees;

− compliance with the Code of Corporate Practices and Conduct;

and

− internal audits.

The Audit and Risk Committee sets the principles for recommending

the use of external auditors for non-audit services. BTCL occasionally uses external auditors for some non-audit services, namely taxation

advice and associated services.

human resources, remuneration and nomination Committee The Company’s Human Resources, Remuneration and Nominations Committee is chaired by a non-executive Director, and is advised, if required, by independent outside experts. The Committee meets at

least four times a year and its mandate includes:

− recommending to the Board nominations for Board membership,

General Managers and Managing Director appointments;

− ensuring alignment of the remuneration strategy and policy with

BTCL’s business strategy, desired culture, shareholders’ interests and commercial well-being;

− determining remuneration packages needed to attract, retain and motivate high performing executives without paying more than is

necessary for this purpose;

− ensuring that remuneration levels relative to other comparable

companies are pitched at the desired level taking relative performance into account;

− ensuring adequacy of retirement and health care funding for senior executives;

− communicating remuneration policies, and strategic goals and objectives to all stakeholders; and

− identifying candidates and making recommendations for the

On behalf of the BTCL Board, the Human Resources, Remuneration

and Nomination Committee:

− reviews remuneration levels of senior executives;

− reviews performance-based incentive schemes, and the related

performance criteria and measurements, including share option allocations; and

− reviews fees payable to non-executive Directors (as a separate process from executive remuneration reviews) for confirmation of

the BTCL Board.

Remuneration is a key component of the performance management process and an enabler for BTCL to attract, motivate and retain top-calibre people.

The Human Resources, Remuneration and Nominations and the

Audit and Risk Committees review their terms of reference annually,

consult with the Company Secretary and draw extensively on external surveys, independent advice and information.

technology and investment Committee

The duties of the Committee include the following:

To assist the Board with governance of Technology, including, to:

− review BTCL’s technology planning and strategy, including the financial, tactical and strategic benefits of proposed significant technology-related projects and initiatives;

− receive reports on existing and future trends in technology that

may affect BTCL’s strategic plans, including monitoring overall industry trends;

− provide oversight over new innovative technology developments

for future deployment within the Company;

− increase awareness of key technology changes and innovations

within the Company and in the marketplace;

− review and endorse technology investments / projects including

monitoring and reviewing post implementation results of all such

key technology projects;

− take responsibility for technology tasks delegated to the

Committee;

− ensure that the Company’s business and technology plans are

integrated;

− ensure that there are robust processes in place to identify, and exploit where appropriate, opportunities to improve the

performance and sustainability of the Company in the triple

context (People, Planet and Profit) through effective and efficient

use of technology;

− consider the negative impact that technology could have on the

environment and provide sustainable solutions for management’s action;

− ensure that there are appropriate systems in place for the

management of information assets and the performance of data functions;

− ensure that there are systems in place for private information

(such intellectual property, investment decisions and tendering processes) to be treated by the Company as an important business asset and that all personal information that is processed

by the Company is identified; and

− ensure that an Information Security Management System (ISMS)

is developed and incorporates the following high-level information security principles:

•

confidentiality of information;

•

integrity of information; and

availability of information and information systems in a timely manner.

To assist the Board with investment activities, including, to:

a) Investments

- review the performance of BTCL investments linked to the overall investment strategy;

- consider capital projects, acquisitions and disposal of assets in

line with the BTCL’s overall strategy;

- consider changes in the scope of projects that exceed limits as

may be determined by the Board from time to time in approving the tender regulations, whether once-off or collectively, of the

approved project estimate;

- approves and advises to the Board any other investment, not

included above, that exceeds amounts which are defined in the

delegation of authority;

- perform such other investment related functions as may be determined by the Board from time to time;

- consider the viability of the capital projects and/or acquisitions

and/or disposals and the effect they may have on the Group’s

cash flow, as well as whether they comply with the Group’s

overall strategy;

- ensure that appropriate due diligence procedures are followed when acquiring or disposing of assets; and

- oversee the proper value delivery of Technology and ensuring

that the expected return on investment from significant Technology investments and projects is delivered and that

the information and intellectual property contained in the information systems are protected.

In document Las huellas del conflicto armado y otras violencias en las formas de relación de los estudiantes de una institución educativa, una aproximación desde sus propias voces (página 131-139)