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Tiger Brands Limited Integrated Annual Report
2014
Governance and risk
Board processes
Appointment of
directors
The appointment process is conducted in a transparent and formal manner
and is the responsibility of the nomination committee.
New appointees to the board are appropriately familiarised with the
company through an induction programme.
Rotation of directors
No executive directors have fixed-term contracts and in terms of the
memorandum of incorporation, all 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 following his/
her appointment.
Dealing in company
shares and conflicts
of interest
A formal policy outlining the procedures for dealing in Tiger Brands’ shares
is in place. It aims to protect directors and executives against possible and
unintentional contravention of the insider trading laws and stock exchange
regulations.
No investment or divestment may take place during the closed periods,
which are between 31 March and the release of the interim results in
May, and between 30 September and the release of the final results in
November, and in any other closed period as may be outlined in terms of
the JSE Listings Requirements.
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 to obtain his consent before any instruction is given to a stockbroker.
The consent required may be delayed or withheld according to the
circumstances prevailing at the time.
Short-term or speculative positions may not be taken by directors or
executives of the company in any of the securities of the group companies.
Participants in the group’s equity-settled share incentive schemes are subject to
the rules of the scheme/s and the provisions of the JSE Listings Requirements.