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
Independence   Gender   Tenure


Race
 
Demographics
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

  • Oversees the integrity of the company's financial reporting
  • Monitors the strength of internal financial controls and ensures the effectiveness of assurance services and functions, with particular focus on combined assurance arrangements, including external assurance service providers, the finance function and internal audit.

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:

  • Michael Ajukwu
  • Emma Mashilwane appointed from 2 November 2018
  • Swazi Tshabalala resigned 15 August 2018
  • Rob Nisbet resigned 7 September 2018

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:

  • Mark Bowman
  • Maya Makanjee
  • Makhup Nyama

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:

  • Assessed the composition of the board to ensure it is appropriately structured, skilled and staffed to enable directors to efficiently execute their mandates
  • Monitored the execution of diversity policies for the group and board, noting the progress in raising the diversity profile from 54% black representation in FY17 to 60% in FY18
  • Monitored group succession plans, noting good progress on CEO succession plans
  • Assisted with performance evaluations of the board and its committees, directors retiring by rotation, and the performance of the board chairman
  • Assisted the board in evaluating performance of the CEO
  • Monitored progress in filling key executive management positions.

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:

  • Dr Khotso Mokhele
  • Makhup Nyama and
  • CEO, Lawrence Mac Dougall

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

  • Assists the board in monitoring and ensuring matters relating to organisational ethics, responsible corporate citizenship, sustainable development and stakeholder relationships are effectively managed.
  • This includes promoting equality, preventing unfair discrimination, contributing to community development and monitoring the company's activities in terms of relevant legislation and prevailing code of best practices.
  • The committee oversees Tiger Brands' transformation objectives and broad-based black economic empowerment (BBBEE) activities.

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:

  • Mark Bowman
  • Rob Nisbet resigned 7 September 2018
  • Yunus Suleman

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.

  • The committee assessed all investment opportunities identified in the strategic planning process, and made recommendations to the board on disinvestment proposals.
  • Post-investment reviews of prior strategic investments are monitored closely.

Remuneration committee

The remuneration committee is chaired by independent non-executive director, Mark Bowman, supported by three independent non-executive directors, namely:

  • Maya Makanjee
  • Dr Khotso Mokhele
  • Makhup Nyama

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

  • Oversee development of the Tiger Brands remuneration policy that articulates and gives effect to the board's direction on fair, responsible and transparent remuneration.
  • This includes setting out principles that aim to attract and retain key and critical talent required to deliver business goals and results.
  • Enable remuneration structures that are aligned with the company's objectives for value creation.

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
 

Khotso Mokhele

Michael Ajukwu

Mark Bowman

Maya Makanjee

Gail Klintworth

Experience          
Auditing and accounting grey bar        
Business intelligence          
Corporate finance   grey bar      
Banking and Finance   grey bar      
FMCG grey bar grey bar grey bar grey bar grey bar
General management grey bar grey bar grey bar grey bar grey bar
Corporate governance grey bar   grey bar grey bar grey bar
Human resources     grey bar grey bar  
ICT grey bar     grey bar  
Marketing       grey bar grey bar
Mergers and acquisitions     grey bar    
Regional   West Africa Africa Africa  
Remuneration grey bar   grey bar grey bar  
Risk grey bar grey bar grey bar   grey bar
Sales     grey bar    
Stakeholder relations grey bar grey bar   grey bar grey bar
Strategy grey bar   grey bar grey bar grey bar
Sustainability         grey bar
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
 

Makhup Nyama

Yunus Suleman

Emma Mashilwane

Lawrence Mac Dougall

Noel Doyle

Experience          
Auditing and accounting   grey bar grey bar   grey bar
Business intelligence   grey bar      
Corporate finance   grey bar grey bar   grey bar
Banking and Finance     grey bar    
FMCG   grey bar grey bar grey bar grey bar
General management grey bar grey bar grey bar grey bar grey bar
Corporate governance grey bar grey bar grey bar   grey bar
Human resources grey bar        
ICT grey bar grey bar      
Marketing       grey bar  
Mergers and acquisitions       grey bar grey bar
Regional   Africa telecoms   Africa  
Remuneration grey bar     grey bar  
Risk grey bar grey bar grey bar grey bar grey bar
Sales          
Stakeholder relations       grey bar grey bar
Strategy       grey bar grey bar
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
Mokhele
(63)

Chairman of the board
BSc (agriculture),
MSc (food science),
PhD (microbiology)
  Appointed:
1 August
2007
6/6 9/10     3/3 1/1 3/3 1/1 3/3 2/2

Michael
Ajukwu
(62)

BSc (finance), MBA
  Appointed:
31 March
2015
6/6 10/10   3/3            

Santie Botha1
(54)

BEcon (hons)
  Appointed:
18 August
2004
1/1       1/1   1/1      

Mark
Bowman
(52)

BCom, MBA
  Appointed:
1 June
2012
6/6 9/10     3/3 1/1 3/3 1/1   2/2

Gail
Klintworth2
(55)

BA (industrial
psychology), MSt
(sustainability
leadership)
  Appointed:
16 August
2018
2/2 1/1                

Maya
Makanjee
(56)

BA (fine arts), BCom,
MBL (cum laude)
  Appointed:
1 August
2010
6/6 7/10     3/3 1/1 3/3 1/1 3/3  

Emma
Mashilwane
(43)

BCompt, BCom
(hons), CA(SA), MBA,
Global Executive
Development
Programme
  Appointed:
1 December
2016
6/6 9/10 3/3              

Rob
Nisbet3
(63)

BCom, BAcc, CA(SA)
  Appointed:
1 August
2010
4/4 9/9 3/3 2/3           2/2

Makhup
Nyama
(61)

BCom, MBA,
diploma in
marketing
management
  Appointed:
1 August
2010
6/6 10/10     3/3 1/1 3/3 1/1 3/3  

Yunus
Suleman
(61)

CA(SA), BCom,
BCompt (hons),
leadership
programmes
  Appointed:
13 July
2015
6/6 9/10 3/3 3/3           2/2

Swazi
Tshabalala4
(52)

BA (economics),
MBA
  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

Lawrence
Mac Dougall
(61)

Chief executive
officer
  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
(52)

Chief financial
officer
FCA, CA(SA)
  Appointed:
31 March
2015
6/6 10/10 3/3 3/3           2/2

Clive Vaux1
(67)

Corporate
finance director
CA(SA)
  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  

LAWRENCE MAC DOUGALL (61)

Chief executive officer
Appointed: May 2016
Non-executive director of Oceana Group and Empresas Carozzí (Chile).

  Mary-Jane Morifi  

MARY-JANE MORIFI (56)

Chief corporate affairs and sustainability officer
Appointed: December 2016
Mary Jane has over 20 years’ business experience in oil and gas and mining. Prior to her appointment, she was responsible for leading the global capital campaign for the Nelson Mandela Children’s Hospital Trust.

             
Noel Doyle  

NOEL DOYLE (52)

Chief financial officer
Appointed: July 2012
Non-executive director of Oceana Group and National Foods Holdings (Zimbabwe)

  Thiroshnee (Rosh) Naidoo  

THIROSHNEE (ROSH) NAIDOO (45)

Chief legal officer
Appointed: May 2015
Rosh is an experienced admitted attorney, with over 16 years’ experience as corporate counsel, mostly in the FMCG industry, and particularly in African operations.

             
Marc Eyres  

MARC EYRES (59)

Chief customer officer
Appointed: April 2015
Marc previously held senior FMCG sales and customer marketing roles across Africa, south Asia and Australia, including customer vice-president for Unilever South Africa and India.

  Becky Opdyke  

BECKY OPDYKE (39)

Chief marketing officer
Appointed: October 2018
Becky was previously with AB-Inbev as brand director: Castle Light Africa after filling senior brand leadership roles from 2013. Prior to that, she spent 11 years at General Mills based in the USA in commercial and marketing roles, having been responsible for several global and regional portfolios, including South Africa.

             
Kamal Harilal  

KAMAL HARILAL (45)

Chief strategy officer
Appointed: April 2018
Kamal was previously with AB-InBev Africa as director: strategic projects since 2016. Prior to this role, he served as head of strategy and planning at SAB and Business Development Executive at SABMiller Africa. He has extensive experience in business development, strategy development and execution, mergers and acquisitions and corporate finance in South Africa and Africa.

  Patrick Sithole  

PATRICK SITHOLE (51)

Chief supply chain officer
Appointed: August 2012
Patrick has over 30 years of experience in FMCG, including as supply chain vice-president for Unilever South Africa.

             
S'ne Magagula  

S’NE MAGAGULA (45)

Chief human resources officer
Appointed: May 2018
S’ne is a former senior vice president, group human capital for the Sasol group since 2016. She held various human resources leadership positions in Sasol since 2008, locally and globally. Prior to that, she spent 10 years at Shell in various roles in South Africa and Netherlands. She is a wellrounded and highly experienced human resources and business leader with a proven track record.

  Clive Vaux  

CLIVE VAUX (67)

Executive: Corporate finance
34 years with the group

Clive retired as an executive director on 20 February 2018 after serving on the board of Tiger Brands since February 2000. He has over 40 years of experience in the finance and corporate finance disciplines. Previous roles included group finance director of CG Smith Ltd and CG Smith Foods Ltd, Reunert Ltd and Barlow Rand Ltd (now Barloworld)

             
Yokesh Maharaj  

YOKESH MAHARAJ (46)

Chief growth officer: Exports, International and Snacks, treats & beverages
Appointed: July 2018
Yokesh joins Tiger Brands from Distell Limited, where he was managing director: Africa from 2017. Prior to that, he spent 17 years at South African Breweries (SAB) serving as executive director: sales/distribution, executive director: HR as well as president of SAB, post the AB-Inbev acquisition.

  Grattan Kirk  

GRATTAN KIRK (54)

Chief growth officer: Consumer brands
Resigned: 31 August 2018

             
Pieter Spies  

PIETER SPIES (53)

Chief growth officer: Grains and Consumer Brands
Appointed: February 2017
Pieter was previously CEO of GWK Group. He has over 25 years of business experience in the FMCG and agricultural sectors from a number of local and international companies, including Cadbury, Coca-Cola, Diageo and Brandhouse.

  Brenda Koornneef  

BRENDA KOORNNEEF (66)

Chief marketing officer
Retired: 31 May 2018