Governance review
Corporate governance
Creating value through good governance
The Tiger Brands board is committed to the highest levels of ethical leadership and integrity, which are embodied in the company's values. The board sets the tone for the organisation which, in turn, directs our daily activities.
The board is guided by the principles in the King IV Report on Corporate Governance, JSE Listings Requirements, Companies Act No 71 of 2008 and other relevant laws and regulations.
Governance structures, policies and standard operating procedures continue to be embedded in the organisation. Tiger Brands reviews its operations and strategy to ensure these remain aligned with the principles of good governance, accountability, fairness, integrity, responsibility and trust.
The board is satisfied that Tiger Brands applied all the recommended King IV principles in FY18. Further enhancements will be made, in line with the board's objectives to continuously improve corporate governance practices. The King IV register is available on the company's website www.tigerbrands.com.
Our board
The Tiger Brands board comprised 10 directors at 30 September 2018, with a range of corporate leadership skills, industry expertise and diversity appropriate to lead and best achieve the company's strategic objectives in this competitive environment. All directors have the relevant knowledge, skills and experience to make a meaningful contribution to the business of the company.
The board was strengthened during the period by appointing Gail Klintworth on 16 August 2018. Gail has significant experience across a number of sectors, having worked extensively across Africa and globally. She essentially has extensive food experience across all continents. The board looks forward to benefiting from her insights and perspectives.
On 24 November 2017, Santie Botha retired as a non-executive director after serving on the board for 14 years. On 20 February 2018, Clive Vaux retired as an executive director. On 15 August 2018, Swazi Tshabalala stepped down as a non-executive director, followed by Rob Nisbet, who also stepped down as a non-executive director on 7 September 2018.
Board diversity
Independence |
Gender |
Tenure |
||
 |
 |
 |
Race |
Demographics |
|
 |
 |
All non-executive directors are independent as determined by the board
30% of all directors are women and 60% of all directors are black. The board is determined to achieve its target of 50% for women and black representation by 30 September 2022.
Any term in office by an independent non-executive director exceeding nine years is subject to a rigorous review by the board. A self-assessment, via individual questionnaires, was performed in FY18. This covered the performance of the board, individual directors retiring by rotation, board committees and the chairman, as well as directors' interests and any circumstances and relationships that may impair their judgement and consequently their independence. No major concerns were raised on the functioning of the board or any of its committees.
Dr Khotso Mokhele completed 11 years of service as a non-executive director on 30 September 2018. After taking into account, among other considerations, the extent to which the diversity of his views, skills and experience continue to enhance the board's effectiveness, the board is satisfied that Dr Mokhele's independence is not impaired by his length of service.
Role of the board
The Tiger Brands board provides effective leadership and strategic direction in the best interest of the company and its stakeholders. In executing its mandate, the board reviews business models to ensure they support value creation, ensures that an effective systems of risk management and internal controls are in place, and establishes a culture of ethical leadership across the group.
The board operates in line with its formally approved charter which ensures its activities conform to sound corporate governance principles. The board is satisfied it has complied with the terms of its charter for the review period. The board has delegated certain functions to its committees to assist in meeting its oversight responsibilities. All committees have board-approved terms of reference and a work plan, which are reviewed annually. In the annual review process, which was conducted internally in 2018, the directors confirmed that all committees had fulfilled their obligations for the period and operated within their terms of reference.
| Board committees | ||
Audit committee |
||
The audit committee was chaired by an independent non-executive director, Rob Nisbet, who stepped down as director and accordingly as a member and chairman of the audit committee on 7 September 2018. On 2 November 2018, the board appointed Emma Mashilwane as chairman of this committee, with an additional independent non-executive director as a member, namely Mark Bowman. Yunus Suleman has been a member since he joined the board in July 2015. The committee comprises three independent non-executive directors. The board is satisfied with the level of experience and competency of committee members. |
The committee met three times in 2018, with attendance set out below. Committee mandate
The audit committee chairman's report is set out here. |
|
Risk and sustainability committee |
||
The risk and sustainability committee is chaired by an independent non-executive director, Yunus Suleman, supported by two independent non-executive directors as members, namely:
The board is satisfied with the level of experience and competency of these members. |
The committee met three times in 2018, with attendance set out below. Committee mandate Assists the board in risk management, which includes IT governance, and reports to the audit committee and board on risk and sustainability issues. The risk management report appears here. |
|
Nominations committee |
||
The nominations committee is chaired by the chairman of the board, Dr Khotso Mokhele, with three additional independent non-executive directors as members, namely:
The board is satisfied with the level of experience and competency of committee members. The committee met four times in 2018 and attendance is set out below. |
The nominations committee has, on behalf of the board:
|
|
Social, ethics and transformation committee |
||
The social, ethics and transformation committee is chaired by an independent non-executive director, Maya Makanjee, supported by two independent non-executive directors, namely:
The board is satisfied with the level of experience and competency of committee members. The committee met three times in 2018, with attendance set out below. |
Committee mandate
The social, ethics and transformation committee's activities are set out here. |
|
Investment committee |
||
The investment committee is chaired by the chairman of the board, Dr Khotso Mokhele, supported by two independent non-executive directors, namely:
The board is satisfied with the level of experience and competency of committee members. |
The committee met twice in 2018, with attendance set out below.
|
|
Remuneration committee |
||
The remuneration committee is chaired by independent non-executive director, Mark Bowman, supported by three independent non-executive directors, namely:
The board is satisfied with the level of experience and competency of committee members. The committee met four times in 2018. Attendance is set out below. |
Committee mandate
The remuneration report is set out here. |
|
The company's memorandum of incorporation requires that one-third of directors must retire each year, beginning with those who have been in office the longest. The following directors will retire, and are eligible for re-election, at the company's next annual general meeting (AGM): Maya Makanjee, Makhup Nyama and Emma Mashilwane. The nominations committee proposed the re-election of all retiring directors after a satisfactory performance review in all cases. Gail Klintworth was appointed by the board since the last AGM and is required to stand for election by shareholders at the company's next AGM. |
The formal induction programme for all new directors is monitored by the nominations committee, which assumes responsibility for the induction process and ongoing board development programme for all directors, assisted by the company secretary. The induction programme includes introductions to key members of executive management and site visits to the company's manufacturing units as well as its customers. |
|
Board profile
Board committee memberships key
 |
Audit committee |  |
Nominations committee |
 |
Social, ethics and transformation committee |  |
Risk and sustainability committee |
 |
Remuneration committee |  |
Investment committee |
| • | Chairman of specific committee |
| Chairman | |||||
| Board |  |
 |
 |
 |
 |
Khotso Mokhele |
Michael Ajukwu |
Mark Bowman |
Maya Makanjee |
Gail Klintworth |
|
| Experience | |||||
| Auditing and accounting |  |
||||
| Business intelligence | |||||
| Corporate finance | |
||||
| Banking and Finance | |
||||
| FMCG | |
|
|
|
|
| General management | |
|
|
|
|
| Corporate governance | |
|
|
|
|
| Human resources | |
|
|||
| ICT | |
|
|||
| Marketing | |
|
|||
| Mergers and acquisitions | |
||||
| Regional | West Africa | Africa | Africa | ||
| Remuneration | |
|
|
||
| Risk | |
|
|
|
|
| Sales | |
||||
| Stakeholder relations | |
|
|
|
|
| Strategy | |
|
|
|
|
| Sustainability | |
||||
| Board committee membership |
•• |
|
• |
• |
|
| Other directorships | Chairman of AECI and non-executive director of Afrox, MTN Group, Mapitso Consortium, Hans Merensky Holdings, Kenosi Investment Holdings. Special adviser to the minister of Science and Technology and chancellor of the University of the Free State. |
Non-executive director of International Breweries plc, a subsidiary of AB-Inbev, Sterling Bank plc and Novotel: Port Harcourt, Nigeria (member of Accor Hotels group). |
Non-executive director of Dis-Chem and Mr Price Group and director of Signall Mill Products. |
Non-executive director of Mpact Limited, Truworths International Limited, Datatec, AIG SA Group, trustee of Nelson Mandela Foundation. |
Partner at SYSTEMIQ. Non-executive director of GlobeScan, advisory board member to MAS Holdings and NESTE, advisory group member for SIG, advisory council member of Wheeler Business and Development Institute, London Business School. |
| Chief executive officer |
Chief financial officer |
||||
| Board |  |
 |
 |
 |
 |
Makhup Nyama |
Yunus Suleman |
Emma Mashilwane |
Lawrence Mac Dougall |
Noel Doyle |
|
| Experience | |||||
| Auditing and accounting | |
|
|
||
| Business intelligence | |
||||
| Corporate finance | |
|
|
||
| Banking and Finance | |
||||
| FMCG | |
|
|
|
|
| General management | |
|
|
|
|
| Corporate governance | |
|
|
|
|
| Human resources | |
||||
| ICT | |
|
|||
| Marketing | |
||||
| Mergers and acquisitions | |
|
|||
| Regional | Africa telecoms | Africa | |||
| Remuneration | |
|
|||
| Risk | |
|
|
|
|
| Sales | |||||
| Stakeholder relations | |
|
|||
| Strategy | |
|
|||
| Sustainability | |||||
| Board committee membership | |
• |
• |
|
|
| Other directorships | Director of Marsh Inc, Zensar SA, Makhup Properties, Kapela Holdings and its subsidiaries. |
Independent non-executive director of Liberty Holdings, Liberty Group, Albaraka Bank and Gold Fields, chairman of Sulfam Holdings, trustee of Liberty Holdings Group Participatory Share Trust, Liberty Two Degrees Restricted Participatory Interest Trust and Sulfam Trust. |
Non-executive director of Murray & Roberts, Famous Brands. Co-founder and CEO of MASA Risk Advisory Services. |
Non-executive director of Oceana Group and Empresas Carozzí (Chile) |
Non-executive director of Oceana Group and National Foods Holdings (Zimbabwe) |
Board committee memberships key
|
Audit committee | |
Nominations committee |
|
Social, ethics and transformation committee | |
Risk and sustainability committee |
|
Remuneration committee | |
Investment committee |
| • | Chairman of specific committee |
Attendance at board and committee meetings
In FY18, the board met six times at scheduled meetings. It met once every quarter with separate sessions to review implementation milestones for the approved 2022 strategy and to consider and approve the 2019 budget. In addition, special meetings were convened to deliberate on critical matters that needed the attention of the board.
On 4 March 2018, the National Consumer Commission (NCC) issued a directive to Tiger Brands to recall specific ready-to eat and ready-to-cook products. Mindful of its duty as a responsible corporate citizen, the board made a concerted effort to ensure it met regularly, particularly in the early stages of what manifested into a crisis for the company. The board engaged with management, industry and professional experts, government, regulators and other stakeholders to understand the origin of Listeria monocytogenes. This common bacteria was said to be the cause of the NCC's action, with a massive impact on the food industry and the lives of consumers. The national Listeria crisis was devastating for Tiger Brands as a company, for our people, but most importantly for the affected families. Our deepest and heartfelt thoughts remain with those who lost their loved ones and who are otherwise affected by this crisis.
Ten special board meetings were held in the calendar year to deal with this crisis. As the board is committed to the highest standards of corporate governance, it executed its duties responsibly and acted independently when reviewing reports presented by management. No board fees were paid for these meetings.
In the year ahead, while we continue to resolve issues emanating from the crisis and deal with the complex environment of multi-categories, the board and management also recognise the need to maintain focus on driving the health and wellness agenda and deliver sustainable growth that creates value for all stakeholders.
| INDEPENDENT NON-EXECUTIVE DIRECTORS |
| Member attendance |
| Scheduled board |
Special board |
Audit | Risk and sustainability |
Remuneration | Special remuneration |
Nominations | Special nominations |
Social, ethics and transformation |
Ad hoc committee Investment |
|||
Dr Khotso Chairman of the board
|
Appointed: 1 August 2007 |
6/6 | 9/10 | 3/3 | 1/1 | 3/3 | 1/1 | 3/3 | 2/2 | |||
Michael
BSc (finance), MBA |
Appointed: 31 March 2015 |
6/6 | 10/10 | 3/3 | ||||||||
Santie Botha1
BEcon (hons) |
Appointed: 18 August 2004 |
1/1 | 1/1 | 1/1 | ||||||||
Mark
BCom, MBA |
Appointed: 1 June 2012 |
6/6 | 9/10 | 3/3 | 1/1 | 3/3 | 1/1 | 2/2 | ||||
Gail
BA (industrial |
Appointed: 16 August 2018 |
2/2 | 1/1 | |||||||||
Maya
BA (fine arts), BCom, |
Appointed: 1 August 2010 |
6/6 | 7/10 | 3/3 | 1/1 | 3/3 | 1/1 | 3/3 | ||||
Emma
BCompt, BCom |
Appointed: 1 December 2016 |
6/6 | 9/10 | 3/3 | ||||||||
Rob
BCom, BAcc, CA(SA) |
Appointed: 1 August 2010 |
4/4 | 9/9 | 3/3 | 2/3 | 2/2 | ||||||
Makhup
BCom, MBA, |
Appointed: 1 August 2010 |
6/6 | 10/10 | 3/3 | 1/1 | 3/3 | 1/1 | 3/3 | ||||
Yunus
CA(SA), BCom, |
Appointed: 13 July 2015 |
6/6 | 9/10 | 3/3 | 3/3 | 2/2 | ||||||
Swazi
BA (economics), |
Appointed: 26 May 2017 |
3/3 | 7/8 | 3/3 |
| 1 | Stepped down 24 November 2017. |
| 2 | Appointed 16 August 2018. |
| 3 | Stepped down 7 September 2018. |
| 4 | Stepped down 15 August 2018. |
| EXECUTIVE DIRECTORS |
| Member attendance* |
| Scheduled board |
Special board |
Audit | Risk and sustainability |
Remuneration | Special remuneration |
Nominations | Special nominations |
Social, ethics and transformation |
Ad hoc committee Investment |
|||
LawrenceChief executive |
Appointed: 10 May 2016 |
6/6 | 10/10 | 3/3 | 1/3 | 3/3 | 1/1 | 3/3 | 1/1 | 3/3 | 2/2 | |
Noel Doyle
Chief financial |
Appointed: 31 March 2015 |
6/6 | 10/10 | 3/3 | 3/3 | 2/2 | ||||||
Clive Vaux1
Corporate |
Appointed: 16 February 2000 |
2/2 | 1/1 | 1/1 | 2/2 | 2/2 | 2/2 |
| 1 | Stepped down 20 February 2018. |
| * | Executive directors attend board committee meetings by invitation. However, Lawrence Mac Dougall is a member of the social, ethics and transformation committee. |
Our executive committee
The executive committee comprises 12 members. The CEO and his leadership team are empowered to lead and manage the execution of all board-approved strategic objectives and overall direction for Tiger Brands, guided by an approved delegation of authority.
The executive committee meets at least once a month or as often as required.
Our company secretary
The board has access to the services and advice of the company secretary, Advocate Kgosi Monaisa. The board appointed the company secretary in line with the requirements of the Companies Act and King IV. The JSE Listings Requirements stipulate that the board must annually consider and satisfy itself on the competence, qualifications and experience of the company secretary. The board concluded that Advocate Monaisa has the relevant qualifications, skills, experience and competency to effectively discharge his responsibilities. The board also confirmed that he is not a director of the company and is able to interact with the board and chairman independently.
Our subsidiaries
The necessary framework, systems, policies and processes are in place to ensure all entities adhere to essential group requirements and minimum governance standards. The board monitors the implementation of strategies, decisions, values and policies by its committees, executive management and group entities.
| EXECUTIVE COMMITTEE |
 |
LAWRENCE MAC DOUGALL (61) Chief executive officer |
 |
MARY-JANE MORIFI (56) Chief corporate affairs and sustainability officer |
|||
 |
NOEL DOYLE (52) Chief financial officer |
 |
THIROSHNEE (ROSH) NAIDOO (45) Chief legal officer |
|||
 |
MARC EYRES (59) Chief customer officer |
 |
BECKY OPDYKE (39) Chief marketing officer |
|||
 |
KAMAL HARILAL (45) Chief strategy officer |
 |
PATRICK SITHOLE (51) Chief supply chain officer |
|||
 |
S’NE MAGAGULA (45) Chief human resources officer |
 |
CLIVE VAUX (67) Executive: Corporate finance |
|||
 |
YOKESH MAHARAJ (46) Chief growth officer: Exports, International and Snacks, treats & beverages |
 |
GRATTAN KIRK (54) Chief growth officer: Consumer brands |
|||
 |
PIETER SPIES (53) Chief growth officer: Grains and Consumer Brands |
 |
BRENDA KOORNNEEF (66) Chief marketing officer |
|||