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GOVERNANCE AND RISK
Corporate governance
continued
66
Tiger Brands Limited Integrated Annual Report
2014
Board committees
The board has delegated specific
responsibilities to sub-committees of the board.
In addition, the statutory committees established
in terms of the Companies Act No 71 of
2008, as amended (the Companies Act) also
report to the board. The board committees
assist the directors in discharging their duties
and responsibilities in terms of the Companies
Act No 71 of 2008, as amended, and the
appropriate governance authorities.
Audit committee
The report of the audit committee is set out on
page 74.
Remuneration and nomination committees
The company’s Chief Executive Officer,
Mr PB Matlare, attends committee meetings
by invitation and assists the committee in its
deliberations save when issues relating to his
own compensation are discussed. As with
Mr Matlare, no directors are involved in
determining their own remuneration. The
committee takes advice from the company’s
human resources and finance functions, as
well as independent consultants.
The committees perform two distinct functions,
one relating to remuneration and the other to
the nomination of non-executive directors to
the board. When nomination issues are
considered, the committee is chaired by the
group Chairman, AC Parker.
A comprehensive remuneration report is set out
on pages 80 to 105 of this Integrated Annual
Report 2014.
Risk and sustainability committee
Although the committee has an independent
oversight role, it does not assume the function
of group management. This remains the
responsibility of the executive directors, officers
and other members of senior management.
The duties of committee members who are also
directors of the company are in addition to the
responsibilities held by them 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 of the group. The group compliance
officer also attends meetings of the committee
and has direct access to the committee
chairman.