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. The board confirms compliance with the requirements of these regulations and legislation, as well as the company’s memorandum of incorporation. 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.
Our governance report provides a summarised review of those governance activities pertaining to value creation. This includes an overview of the skills and diversity of our leadership team (see below), a review of the board’s priority focus areas during the year (see Our leadership team), and a detailed summary of our remuneration policies and practices (see Remuneration and performance).
Additional information on the responsibilities, powers, policies, practices and processes of the board, including on the application and explanation of the King IV principles, is addressed in the board charter, board sub-committee terms of reference and the company’s memorandum of incorporation on our website: https://www.tigerbrands.com/sustainability/ethicsgovernance.
| Board | Special board |
Audit committee |
Special audit committee |
Risk and sustainability committee |
Remuneration committee |
Nomination and governance committee |
Social, ethics and transformation |
Ad hoc: investment |
|
| Number of meetings | 6 | 5 | 3 | 2 | 3 | 4 | 4 | 3 | 3 |
|---|---|---|---|---|---|---|---|---|---|
| KDK Mokhele | 6 | 5 | 4 | 4 | 3 | ||||
| MO Ajukwu | 6 | 5 | |||||||
| MJ Bowman | 6 | 5 | 4 | 4 | 3 | ||||
| I Burton1 | 3 | 1 | |||||||
| NP Doyle2 | 6 | 5 | 2 | ||||||
| MP Fandeso3 | 1 | 1 | |||||||
| CH Fernandez | 6 | 5 | 3 | 2 | 3 | ||||
| GA Klintworth | 6 | 5 | 3 | ||||||
| LC Mac Dougall4 | 1 | 1 | 1 | ||||||
| GJ Fraser-Moleketi5 | 2 | – | |||||||
| M Makanjee | 6 | 5 | 4 | 4 | 3 | ||||
| TE Mashilwane | 6 | 5 | 3 | 2 | 3 | ||||
| MP Nyama | 6 | 5 | 3 | 3 | |||||
| OM Weber1 | 3 | 1 | |||||||
| DG Wilson6 | 6 | 5 | 3 | 2 | 4 | 2 | 3 | ||
| M Sello7 | 6 | 5 | – |
1 I Burton and OM Weber appointed to the board on 3 August 2020.
2 NP Doyle appointed member of social, ethics and transformation committee on 1 February 2020.
3 MP Fandeso resigned from the board on 28 February 2020.
4 LC Mac Dougall resigned from the board on 31 January 2020.
5 GJ Fraser-Moleketi appointed to the board on 1 September 2020.
6 DG Wilson appointed member of nomination and governance committee on 28 February 2020.
7 M Sello appointed to the board on 1 October 2019 and member of social, ethics and transformation committee on 20 August 2020.
The following table briefly sets out 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.
| Board focus areas in FY20 | Committee | Strategy | |||
|---|---|---|---|---|---|
| Strategy review |  |
||||
| Reviewed the company’s priorities and opportunities for sustainable growth | Board | ||||
| Considered the impact of Covid-19 across the group and the response plan | Board | ||||
| Good governance, succession planning and leadership | |||||
| Assessed board structure for its experience, skills, diversity and ability to create value | N&G |  |
|||
| Identified, assessed and recommended skilled candidates for board appointments | N&G | ||||
| Assessed directors retiring by rotation | N&G | ||||
| Assessed independence of the non-executive directors | N&G | ||||
| Inducted performance assessment of chairman and chief executive officer (CEO) | N&G | ||||
| Monitored the succession plans for chairman, CEO and key executives | N&G | ||||
| Progressed on board diversity targets | N&G | ||||
| Risk management | |
||||
| Considered the impact of Covid-19 on the group strategic risks and implementation of appropriate risk responses | R&S | ||||
| Monitored the group health, safety, security and environmental sustainability initiatives | R&S | ||||
| Environmental, social and governance (ESG) initiatives | |||||
| Considered ESG matters and engagements with stakeholders | R&S |  |
|||
| Monitored the sustainability strategy and engagement to identify close loop/circular economy opportunities and food waste initiatives | R&S | ||||
| Considered and made an input to sustainability reporting | R&S | ||||
| Divestment decisions | |||||
| Approved and monitored the execution of the disposal of the Value Added Meat Products business | Board |  |
|||
| Approved the disposal of the Deciduous Fruit business | Board | ||||
| Technology and information (IT) and business continuity plan | |||||
| Assessed organisational resilience on IT environment, information security and cyber threats | R&S |  |
|||
| Assessed the investments and value delivered of IT strategic projects | R&S | ||||
| Assessed the business continuity management plans | R&S | ||||
| Approved the IT scorecard | R&S | ||||
| Remuneration | |||||
| Considered the remuneration strategies aligned to the company’s people strategy and business strategy | REMCO | |
|||
| Adopted the remuneration policy that is fair and promote responsible pay and attract and retain talent to enable the execution of our strategy | REMCO | ||||
| Ensured that the company remunerates directors and executives fairly and responsibly and appropriate remuneration disclosure | REMCO | ||||
| Proposed wage negotiation mandate was considered and approved | REMCO | ||||
| Engaged with shareholders on the remuneration policy | REMCO | ||||
| Considered the benchmarking exercise of the non-executive directors’ remuneration | REMCO | ||||
| Transformation and people strategy | |||||
| Monitored progress on the employment equity plans as well as culture transformation journey | SETCO | |
|||
| Prioritised the response actions for management of the spread of Covid-19 and impact on the employees, their families, consumers and communities in which the company operates | SETCO | ||||
| Monitored progress on development of employees, employee wellbeing programme and employee engagement plans | SETCO | ||||
| Stakeholder relations and sustainable developmenty | |||||
| Monitored engagements with regulators and other stakeholders | SETCO | |
|||
| Monitored the socio-economic development initiatives and the implementation of the enterprise development strategy | SETCO | ||||
| Monitored the activities relating to consumer relationships including advertising, public relations and compliance with the consumer protection laws | SETCO | ||||
| Audit processes | |||||
| Ensured the integrity of the group’s financial and integrated reporting | AC | ||||
| Considered the amendments to the JSE Listings Requirements and developed a roadmap for implementation | AC | ||||
| Monitored compliance with the implementation of the requirements of the Protection of Privacy of Personal Information Act | R&S | ||||
| Assessed the impact of Covid-19 on group financial performance and internal controls | AC | ||||
| Considered and approved the combined assurance model | AC | ||||
| Assessed the effectiveness and resourcing of the internal audit function | AC | ||||
| Assessed the effectiveness, independence and objectivity of the 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 |