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Directors’ Report





Business Activities

The RCS Group is an operationally independent consumer finance business that provides a broad range of financial services

under its own brand and in association with a number of retail entities in South Africa, Namibia and Botswana. The RCS

Group is structured into two main operating business units named Cards, which offers various utility card products through

participating merchants outlets, and Loans which offers individuals unsecured loans and insurance products (for more detail on

these segments refer to note 3 of the financial statements).


Subsidiary Companies

The RCS Group constitutes RCS Investment Holdings Limited (registration number: 2000/017884/06) and its subsidiaries, RCS

Botswana Proprietary Limited, RCS Cards Proprietary Limited, RCS Collections Proprietary Limited, RCS Home Loans Proprietary

Limited, RCS Investment Holdings Namibia Proprietary Limited and RCS Personal Finance Proprietary Limited (for more detail on

these subsidiaries refer to note 27 of the financial statements).

The financial statements for RCS Investment Holdings Limited are presented in a separate set of financial statements.


General Reviewof Operations

The results for the period ended 31 December 2015 are described in the accompanying consolidated financial statements.



RCS Cards Proprietary Limited is a registered credit provider (NCR registration number NCRCP 38) and a registered service

provider with the financial services board (FSB registration number 44481).


Corporate governance

The directors endorse the Code of Corporate Practices and Conduct as suggested by King III. For the financial period ended 31

December 2015 the directors are satisfied that the group materially complies with King III, apart from the areas noted below.

The main areas of departure are accepted due to the fact that RCS Investment Holdings Limited is a wholly owned subsidiary of

the French listed bank, BNP Paribas Société Anonyme.

King III Principle


Recommended Practice



The board should comprise

a balance of power, with a

majority of non-executive

directors. Themajority of non-

executive directors should be


The majority of non-executive

directors should be independent.

At least one third of the non-

executive directors should rotate

every year.

As the Group only has one shareholder, BNP Paribas Société

Anonyme, the only independent non-executive director is

the audit committee chairman, and the other non-executive

directors are senior executives of the shareholder.

As the Group only has one shareholder, BNP Paribas Société

Anonyme, the shareholder appoints the non-executive


The directors have pleasure in presenting their report for the period ended 31 December 2015: