Tiger Brands

The audit committee has, on the board’s behalf, among other things:

• Reviewed the integrated report and annual financial statements
• Reviewed the provisional results and financial information
• Reviewed internal financial controls and the internal audit function’s empowerment, support and effectiveness
• Proposed the external auditors, the quantum of non-audit services and fees for both sets of services
• Monitored performance of the audit, finance, tax and treasury reporting functions
• Monitored the solvency and liquidity of the company and recommended the interim and final dividend
• Monitored all matters relating to the financial assistance policy
• Monitored elements of the combined assurance plan
• Performed its statutory duties as set out in section 97(4) of the Companies Act.

The committee chairman’s report is set out here.

The risk and sustainability committee has, on the board’s behalf:

• Monitored information technology (IT) governance and approved the IT strategy
• Monitored material group risks through the enterprise risk management framework and ensured that all risks have been identified through a comprehensive bottom-up and top-down process and continue to be effectively managed
• Monitored the governance of risk and compliance and IT governance, and reported to the audit committee
• Monitored elements of the combined assurance plan and internal audit report.

The risk management report is set out on here.

The investment committee has, on the board’s behalf:

• Assessed investment opportunities as set out in the group’s strategic objectives
  
• Recommended acquisition, investment and divestment opportunities
• Monitored post-investment reviews of historical strategic investments.

In 2017, this committee was aligned to the strategy and value-creation intent of the board and recommended:

• The disposal of the company’s interests in Kenya and Ethiopia
• Approved further investment in Deli Foods.

The remuneration committee is responsible for assisting the board to ensure the group’s reward and remuneration policies are aligned to its objective of value creation and benchmarked to ensure fairness and competitiveness.

The committee has, on the board’s behalf:

• Approved remuneration strategies and policies designed to attract, motivate and retain employees, senior management and directors in achieving the group strategy to create value
• Recommended the remuneration policy and implementation reports to shareholders
• Recommended non-executive directors’ fees for approval by shareholders.

Refer to the report by the chairman of the remuneration committee on here.

The nominations committee has, on the board’s behalf:

• Ensured the board and its committees were appropriately structured, skilled and staffed to execute their mandates
• Monitored execution of the diversity policy
• Completed an evaluation of the board chairman, evaluated the independence of all directors including those serving for longer than nine years, and evaluated retiring directors
• Completed the evaluation of the performance of the CEO
• Proposed the re-election of retiring directors after a satisfactory performance review
• Ensured a succession plan and formal processes are in place for appointing new directors, CEO, CFO and executive management
• Monitored a formal induction programme for new directors and ongoing board development programme for all directors
• Monitored execution of the talent management pipeline in delivering the group strategy.

The social, ethics and transformation committee has, on the board’s behalf:

• Monitored development of the code of ethics and a culture of ethical leadership in the group
• Ensured that the group remained a good corporate citizen
• Reviewed policies for transformation and sustainability
• Monitored the performance of social and economic development of employees and relevant stakeholders
• Monitored consumer experiences with product and compliance to consumer protection laws
• Monitored engagement with key stakeholders in line with group strategy
• Monitored adherence by the group to the governance and compliance framework.

The committee’s report is on here.

Group chief executive officer

The CEO, Lawrence Mac Dougall, reports to the board. He is responsible for overseeing execution of the board-approved strategic direction and objectives of Tiger Brands. He chairs the group executive committee which comprises 11 members who assist him in managing the day-to-day affairs of the group. The CEO is not a member of the remuneration, audit or nominations committees, but attends meetings by invitation. He does not participate in discussions on his own remuneration.