Creating value through good governance

The Tiger Brands board provides effective leadership and strategic direction in the best interest of the company and its stakeholders. The board embraces the principles of ethical leadership and good corporate governance aligned to the King IV Report on Corporate Governance, the JSE Listings Requirements, the Companies Act and other relevant laws and regulations. In executing its mandate, the board regularly reviews its business model to ensure that it supports long-term value creation, that effective systems of risk management and internal control are in place, and that a culture of ethical leadership has been established across the group.

In this year’s integrated annual report, we have chosen to provide a summarised review of those governance activities pertaining to value creation. This includes an overview of the skills and diversity of our leadership team , a review of the board’s main focus areas of discussion during the year, see below, and a detailed summary of our remuneration policies and practices. Additional information on our governance policies and activities, including on the application and explanation of the King IV principles, is available online at www.tigerbrands.com.

  Board Special
board		 Audit
committee		 Special
audit
committee		 Risk and
sustainability
committee		 Remuneration
committee		 Nomination
and
governance
committee		 Special
nomination
and
governance
committee		 Social,
ethics and
transformation		 Ad hoc:
investment		  
Number of meetings 6 6 3 1 3 4 4 1 3 4  
KDK Mokhele 6 6       4 4 1 2 4  
MO Ajukwu 6 6     3            
MJ Bowman 6 5 2     4 4 1   4  
NP Doyle 6 6                  
MP Fandeso 3 3                  
CH Fernandez 4 4 2   2            
GA Klintworth 6 6             1    
LC Mac Dougall 6 6             3    
M Makanjee 5 5       4 3 1 3    
TE Mashilwane 6 6 3 1 3            
MP Nyama 6 6     2 2 2   3    
DG Wilson 3 3 1     1       1  
YGH Suleman 1 1 1 1 1         1  
1. CH Fernandez was appointed to the board on 1 March 2019
2. MO Ajukwu was appointed as member of the audit committee on 21 November 2018 and ceased to be a member on 1 June 2019
3. MJ Bowman was appointed as member of the audit committee on 2 November 2018 and ceased to be a member on 1 June 2019
4. GA Klintworth was appointed as member of the social, ethics and transformation committee on 1 March 2019
5. MP Fandeso was appointed to the board on 1 July 2019
6. MP Nyama was appointed as member of the risk and sustainability committee and ceased to be a member of the remuneration committee and nomination and governance committee on
1 March 2019
7. DG Wilson was appointed to the board and as member of the audit, remuneration and investment committees on 1 June 2019
8. KDK Mokhele ceased to be a member of the social, ethics and transformation committee on 1 March 2019
9. YGH Suleman resigned as director on 22 November 2018

The following table briefly reviews the main areas of discussion and review by the board and its sub-committees during the year, in fulfilling its fiduciary responsibility of ensuring long-term value growth in accordance with its charter, corporate governance standards and applicable regulatory and legislative requirements.

BOARD   COMMITTEE     STRATEGY
Strategy review          
  • Deep dived into challenges affecting the business operating environment
   Board    
  • Tracked the business performance against the group’s strategy
        
  • Monitored milestones of group strategic pillars aimed at driving the 2022 strategy
        
Good governance, succession planning and leadership        
  • Assessed board structure for its experience, skills, diversity and ability to create value
   N&G    
  • Identified and assessed skilled candidates for potential board appointments
   N&G    
  • Assessed directors retiring by rotation
   N&G      
  • Assessed independence of the non-executive directors
   N&G      
  • Commissioned external board performance review
   N&G      
  • Reviewed induction programme for new non-executive directors appointed during FY19/20
   N&G      
  • Conducted performance assessment of chairman and CEO
   N&G      
  • Monitored the succession plans for chairman, CEO and key executives
   N&G      
  • Approved appointments of new directors on the board
   Board      
Risk management          
  • Reviewed risk appetite and risk tolerance
   R&S    
  • Reviewed business and group risks and ensured management actions are implemented
   R&S    
Investment and divestment decisions        
  • Assessed investment opportunities identified in strategic planning process
   INVCO    
  • Made recommendations on Oceana group investment
   INVCO    
  • Approved sale of Oceana shares to Brimstone and Oceana unbundling transaction
   Board      
  • Attended to post-investment reviews
   INVCO      
VAMP business          
  • Approved the relaunch of the VAMP business
   Board    
  • Monitored status of VAMP insurance claims, accounting treatment and related disclosures
   Board    
Occupational health          
  • Considered the work undertaken within the Occupational Health Framework with regard to implementation of the Occupational Health Strategy
   R&S    
  • Approved the Firearm and Human Rights policies
   Board    
IT security and business continuity          
  • Conducted an IT security assessment
   R&S    
  • Progressed on the implementation plans on cybersecurity
   R&S    
  • Monitored implementation of business continuity plans across the business
   R&S      
  • Approved IT governance charter and framework
   Board      
Remuneration          
  • Engaged shareholders on remuneration policy
   REMCO      
  • Approved the remuneration strategy amendments for implementation in FY20
   REMCO      
  • Considered outcome of the benchmarking exercise
   REMCO      
  • Approved performance target for the CEO and CFO
   REMCO      
Transformation          
  • Approved the BBBEE strategy for 2022 and the implementation plans
   SETCO    
  • Monitored progress on the transformation and culture journey
   SETCO    
  • Prioritised transitioning contingency labour to permanent workforce
   SETCO      
Ethics          
  • Monitored organisational ethics
   SETCO    
  • Progressed in addressing the reported ethics matters
   SETCO    
Stakeholder relations and sustainability          
  • Monitored relationship with Consumer Goods and Services Ombudsman; progressed on consumer complaints
   SETCO    
  • Monitored implementation of socio-economic development (SED) strategy and Enterprise Development initiatives
   SETCO    
  • Monitored engagement with stakeholders and regulators
   SETCO      
Budget and financial controls          
  • Approved capital expenditures for our business operations
   Board    
  • Approved the group’s budget 2019/2020
   Board    
  • Approved the dividend cover
   Board      
  • Approved amendments to the foreign exchange and hedging policy
   Board      
Audit processes          
  • Completed the audit plan including mapping to the group register
   AC      
  • Approved the policy on the use of external auditors for non-audit services
   AC      
  • Approved the internal audit charter and structure
   AC      
  • Reviewed the outcomes of impairment assessments
   AC      
  • Reviewed and recommended the proposed share repurchase programme
   AC      
  • Considered contract management systems
   AC      
  • Recommended the annual financial statements, integrated and sustainable development reports to the board for approval
   AC      
  • Considered the reports of the internal and external auditors on the group’s systems of internal control, including financial controls
   AC      
  • Considered the independence of external auditors
   AC      
Committees:    
AC – audit committee REMCO – remuneration committee R&S – risk and sustainability committee
SETCO – social, ethics and transformation committee N&G – nomination and governance committee INVCO – investment committee

The board performance and effectiveness assessment

The outcomes of this assessment can be found in our Chairman's review.