Corporate Governance

MiX is fully committed to ensuring adherence to the strictest standards of ethical conduct, fair dealing and integrity in its business practices. In support of this commitment, MiX endorses the principles and recommendations of the King Report on Corporate Governance, which is a booklet of guidelines for the governance structures and operation of companies in South Africa which was compiled when the Institute of Directors asked retired Supreme Court of South Africa Judge Mervyn E. King to chair a committee, the King Committee on Corporate Governance.

Four reports have been issued: in 1994 (King I), 2002 (King II), 2009 (King III), and a fourth revision (King IV) in 2016. Compliance with the King Reports is a mandatory requirement for companies listed on the Johannesburg Stock Exchange. Unlike the requirements of the Sarbanes-Oxley Act 2002 ("SOX"), the King IV Report is non-legislative and is based on principles and recommended practices. The underpinning philosophies of the King IV Report consist of integrated thinking, seeing the organization as an integral part of society, stakeholder inclusivity and corporate citizenship. It views good corporate governance as the exercise of ethical and effective leadership by the Board towards the achievement of the following governance outcomes: ethical culture, good performance, effective control and legitimacy.

A register of the 17 King IV principles, indicating where the appropriate disclosure is made or where relevant policy documents are located in the public forum, can be found here. MiX confirms that it will continue to endorse the principles and recommendations under the King IV Report and will continually report on the Company's compliance at each financial year-end. Mechanisms and policies appropriate to the Group's business have been established in keeping with this commitment to best practices of corporate governance and integrity, and to ensure compliance thereto. Further to this, the Group has a Code of Ethics and Conduct to which all employees have to subscribe to and which is underpinned by MiX's values of integrity, innovation, relationships and performance.

Effective and ethical leadership is entrenched in the Board's decision-making and the Board complies with the principles of the Code of Ethics and Conduct, which include integrity, competence, responsibility, accountability, fairness and transparency in achieving the Company's strategy and leadership of the Company. These ethical characteristics are considered during the performance evaluations of each director. The Code of Ethics and Conduct can be found here.

MiX's shares are publicly traded on the Johannesburg Stock Exchange (JSE: MIX) and MiX's American Depositary Shares (ADSs) are listed on the New York Stock Exchange (NYSE: MIXT). Accordingly, the Company is subject to and has implemented controls to provide reasonable assurance of its compliance with all relevant requirements in respect of both listings. These include the South African Companies Act No. 71 of 2008 ("Companies Act"), the JSE Listings Requirements, the Securities and Exchange Commission ("SEC"), the New York Stock Exchange ("NYSE") and U.S. legal requirements such as SOX, insofar as they apply to foreign companies listed on the NYSE.

The Board assumes overall responsibility for compliance with applicable laws and adopted non-binding rules, codes and standards and has implemented a Group Compliance Risk Management Policy to ensure that the Company complies with all applicable laws and regulations and reinforces a compliance culture throughout the Company.

There has been nothing material that has come to the attention of the Board, indicating that the Company has not complied with the laws and regulations in the jurisdictions in which the Company operated during the year. During the year under review, the Company has not paid any material fines for non-compliance with laws and regulations.

MiX has compared its corporate governance practices to the requirements followed by U.S. companies listed on the NYSE. We believe our established governance practices are in line with the NYSE standards as they relate to foreign private issuers, and provide adequate protection to our shareholders. Any differences will be set out in MiX's annual report on Form 20-F, as filed with the SEC, and will be made available on our website.