Our approach to corporate governance and ethical leadership is detailed on page 12.
| Board | |
| Members | AC Parker (chairman)
BL Sibiya (deputy chairman) MO Ajukwu (appointed 31 March 2015) SL Botha MJ Bowman RMW Dunne (resigned 31 May 2015) M Makanjee KDK Mokhele RD Nisbet MP Nyama YGH Suleman (appointed 13 July 2015) PB Matlare (chief executive officer) O Ighodaro (chief financial officer) NP Doyle (chief operating officer) (appointed 13 July 2015) CFH Vaux |
| Responsibility | The board of Tiger Brands has overall responsibility for directing the company to achieve its strategic objectives, vision and mission. It is accountable for the development and execution of the group’s strategy, operating performance and financial results.
In terms of its charter*, responsibilities include:
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| Number of meetings per year | There are at least six meetings each year: four quarterly business performance reviews, one five-year strategic plan review and one annual budget review. |
*The charter is published on our website.
In conforming to the primary South African corporate governance framework, the King Report on Corporate Governance for South Africa 2009 (King III), the group is satisfied that Tiger Brands has applied the key principles in all material respects, except where indicated. Tiger Brands has also adopted the principles of GRI and the principal policies and practical applications of corporate governance as outlined by the Public Investment Corporation. In addition, we are committed to complying with all relevant legislation, regulations and best practices in the countries where we operate.
Details of the application of King III are on page 96. The GRI Index is on our website.
The board meets at least six times a year and monitors the performance of executive management. It addresses a range of key operational and strategic issues and ensures that debate on matters of policy, strategy and performance is critical, informed and constructive. In addition to four quarterly board meetings, separate sessions are held annually to discuss strategy and budget plans. Non-executive directors are encouraged to meet regularly, both officially and unofficially, with senior executive management. Twice a year, non-executive directors meet without executive management present to informally discuss company matters.
In addition to board meetings, board education and training takes place as required
| 1 | AC Parker resigned from social, ethics and transformation – 4 February 2015 |
| 2 | MO Ajukwu appointed 31 March 2015 |
| 3 | RMW Dunne resigned 31 May 2015 |
| 4 | RD Nisbet appointed to risk and sustainability – 13 July 2015 |
| 5 | MP Nyama appointed to social, ethics and transformation – 18 May 2015 |
| 6 | YGH Suleman appointed 13 July 2015 |
| 7 | PB Matlare retired with effect from 31 December 2015 |
| 8 | NP Doyle appointed 13 July 2015 |
| Committees | |||||||||||
| Audit committee | Risk and sustainability committee | Remuneration committee | Nominations committee | Social, ethics and transformation committee | Investment committee | ||||||
| Members | RD Nisbet (chairman) (appointed chairman 1 June 2015)
RMW Dunne (chairman) (resigned 31 May 2015) KDK Mokhele YGH Suleman (appointed 13 July 2015) |
KDK Mokhele (chairman) (appointed chairman 1 June 2015)
RMW Dunne (chairman) (resigned 31 May 2015) MO Ajukwu (appointed 13 July 2015) RD Nisbet (appointed 3 July 2015) Members of executive management |
SL Botha (chairman)
AC Parker RMW Dunne (resigned 31 May 2015) MP Nyama YGH Suleman (appointed 13 July 2015) |
AC Parker (chairman)
SL Botha RMW Dunne (resigned 31 May 2015) M Makanjee (appointed 13 July 2015) MP Nyama |
M Makanjee (chairman) (appointed chairman 3 August 2015)
BL Sibiya (resigned as chairman 3 August 2015) AC Parker (resigned 4 February 2015) MP Nyama (appointed 18 May 2015) PB Matlare Members of executive management |
AC Parker (chairman)
KDK Mokhele RMW Dunne (resigned 31 May 2015) RD Nisbet YGH Suleman (appointed 13 July 2015) |
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| Responsibility | This committee is a statutory committee established in terms of the provisions of the Companies Act 71 2008. It is responsible for reviewing interim financial statements and the integrated annual report, internal control framework and procedures, confirming and reviewing internal audit, the effectiveness and system of internal controls, risk management, and recommending the appointment of external auditors. See the audit committee report on page 74. |
The committee has an independent oversight role and reports to the audit committee and board on risk and sustainability issues. The committee reviews annual risk and environmental assessments. |
The committee is responsible for determining policy on executive and senior management remuneration, ensures performance management system is in place and aligns with the strategic objectives of the group. |
The committee is responsible for recommending nominations to the board and will consider the composition of the board. It is also responsible for succession planning for key management positions. See page 73. |
This is a statutory committee established in terms of the provisions of the Companies Act 71 2008. It assists the board in ensuring the company is and remains a good and responsible corporate citizen. This includes monitoring the company’s activities with regard to relevant legislation, legal requirements and prevailing codes of best practice on social, ethics and transformation matters. See page 77. |
The committee is responsible for considering acquisitions and other material financial issues prior to submission to the board. | |||||
| Number of independent directors | 3/3 | 3/3 | 4/4 | 4/4 | 3/3 | 4/4 | |||||
| Number of meetings per year | 3 | 3 | 4 | 4 | 3 | Ad hoc | |||||
| Terms of reference encapsulated in a charter and reviewed annually* | Yes | Yes | Yes | Yes | Yes | Mandated by board and meets ad hoc |
*Committee charters can be found on our website.
All directors have access to the advice and services of the company secretary. In appropriate circumstances they may, at the group’s expense, seek independent professional advice on its affairs.
The roles of the chairman and the chief executive officer are strictly separate. All non-executive directors are considered independent and appointed for their business acumen and skill.
The board is evaluated externally every second year and had its last external evaluation in 2014.
In 2015, the chairman conducted an internal evaluation of the board’s performance and of its statutory and sub-committees. The scope of assessing the board’s effectiveness was aligned with the prescripts of the King III.
| Board processes | |
| Appointment of directors | The appointment process is conducted in a transparent and formal manner and is the responsibility of the nominations committee. New appointees to the board are appropriately familiarised with the company through an induction programme. This includes a dossier of information on past meetings, board and committee charters and relevant information. Site visits are held at the largest manufacturing plants and visits to retailers are arranged with seasoned trade professionals to provide better insights into markets and competitors. In July 2015, the board visited manufacturing facilities in Lagos, Nigeria. |
| Rotation of directors | In terms of the memorandum of incorporation, no directors have fixed-term appointments. Directors are subject to retirement by rotation and re-election by shareholders. Executive directors are subject to standard terms and conditions of employment and a three-month notice period, save for one executive director who is subject to a one-month notice period. Executive directors are required to retire from the board by rotation on the same basis as non-executive directors. Any director appointed to fill a vacant position during the year must retire and stand for re-election at the first annual general meeting after appointment. Accordingly, directors standing for re-election at the 2015 annual general meeting are MO Ajukwu, SL Botha, MJ Bowman, NP Doyle, KDK Mokhele, YGH Suleman and CFH Vaux. |
| Dealing in company shares and conflicts of interest | A formal policy outlining procedures for dealing in Tiger Brands shares aims to protect directors and executives against possible and unintentional contravention of insider trading laws and stock exchange regulations. Any investment in or disinvestment from a group company by a director or a member of the senior executive management committee must be referred to the chairman for consent before instructing a stockbroker. Short-term or speculative positions may not be taken by directors or executives of the company in any securities of group companies. Participants in the group’s equity-settled share incentive schemes are subject to the rules of the scheme/s and provisions of the JSE Listings Requirements. No investment or divestment may take place in closed periods (between 31 March and release of the interim results in May, and between 30 September and release of final results in November), or in any other closed period as outlined by the JSE Listings Requirements. |
The board has delegated specific responsibilities to committees. In addition, statutory committees (audit and social, ethics and transformation) report to the board. These committees assist the directors in discharging their duties and responsibilities in terms of the Companies Act and appropriate governance authorities.
The report of the audit committee appears on page 74.
The company’s chief executive officer, Peter Matlare, attends meetings by invitation and assists the committee in its deliberations save when his own compensation is discussed. As with the chief executive officer, no directors are involved in determining their own remuneration. The committee takes advice from the company’s human resource and finance functions, as well as independent consultants.
The committees perform two distinct functions, one relating to remuneration and the other on nominating non-executive directors to the board. When nomination issues are considered, the committee is chaired by the group chairman, André Parker.
A comprehensive remuneration report appears on pages 78 to 92 of this report.
Although the committee has an independent oversight role, it does not assume the function of group management. This remains the responsibility of executive directors, officers and other members of senior management.
The duties of committee members are in addition to their responsibilities as members of the board. The other members of the committee comprise the group’s senior management, including representatives of the sustainability, compliance, financial, legal/secretarial, operational management and supply chain functions. The group compliance officer also attends meetings and has direct access to the chairman.
The internal and external auditors, and the service provider conducting risk and environmental reviews, attend all meetings. Specialists are invited when appropriate to provide advice on risk and sustainability matters.
Reports on proceedings and minutes of meetings are submitted to the audit committee and the group executive committee. In addition, major risks presented by the committee are regularly considered by the board.
The report of the committee appears on page 93.
The committee operates in line with the requirements of the Companies Act and King III. Its main objectives are to monitor the group’s activities in terms of relevant legislation, regulations and prevailing codes of best practice.
The report of the committee appears on page 77.