The committee fulfils the statutory duties as set out in Regulation 43 of the Companies Act, has oversight of and report on organisational ethics, responsible corporate citizenship, sustainable development and stakeholder relationships, and assists the board in facilitating and supporting the development of transformation objectives, ensuring that the corporate culture is supportive of the approach and monitoring and reporting actual performance against these objectives.

As part of embedding an ethical culture, monitored the implementation of the new electronic declaration system

Monitored the ESG agenda, including ESG performance and reporting

Monitored progress towards enhancing the company’s culture including embedding the approved diversity and inclusion strategy

Approved the ethics investigation framework

Accelerated the development of diverse talent succession pipeline

Considered and supported socio-economic development initiatives aimed at uplifting the livelihoods of communities where Tiger Brands operates

Monitored implementation of improvement plans in respect of skills development, employment equity and preferential procurement

The committee assists the board in its oversight of the management of risk and risk governance in the group.

Evaluated and monitored key risks and the overall business risk profile and response plan to address the risks appropriately

Ensured maturity and effectiveness of enterprise risk management processes and continuously monitored the implementation of the risk management plan

Considered the combined assurance plan and reviewed its implementation

Monitored the ESG agenda, including sustainability performance

Considered the IT governance framework, including cyber security and data architecture

Monitored the business insurance profile and insurance claims underway

Monitored the safety, security, health and environment activities of the group

The committee primarily 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.

Considered the appointment of external auditors and monitored the transition for the rotation of external audit firms

Continuously evaluated the internal financial reporting controls

Considered group tax matters

Considered the accounting treatment of significant matters in the group

Evaluated the integrity and effectiveness of the financial and non-financial reporting

Considered the group’s impairment assessments

Reviewed the going concern assumptions, solvency and liquidity testing and the proposed dividend consideration

Assessed the suitability of the finance function, internal auditors and external auditors

The committee assists the board in ensuring performance of the board, its committees and directors. It reviews the composition of the board and its committees and recommends suitable candidates to fill vacancies on these governance structures, ensures the implementation of Tiger Brands’ succession plans, and reviews continuous development programmes for directors.

Evaluated the board composition to ensure it appropriately reflects the required skills set and diversity

Recommended the commission of external board effectiveness assessment

Monitored the implementation of the group strategy in terms of succession plans and talent pipelines for the board, executive management and other critical skills

Managed the nomination process of candidates for consideration for appointment to the board

Monitored the assessment of the performance of retiring directors due for rotation in terms of the memorandum of incorporation

The committee assists the board in ensuring Tiger Brands’ remuneration policies and practices are aligned to the company’s objectives for value creation and are benchmarked to ensure fairness and competitiveness in remuneration of employees to attract and retain key talent and critical skills required to deliver business goals and results.

Approved retention awards for Exco members, excluding the CEO

Evaluated the remuneration strategies, including policy and practices designed to attract, motivate and retain talent, to ensure they are linked to the company’s strategy and value creation objectives

Approved the 2022 group STI scorecard

Reviewed and approved the targets relevant to the STI scheme and the LTIP in line with the relevant scheme rules

Conducted benchmarking process and proposed the annual fees for non-executive directors

Considered the annual performance outcomes of senior management and executives and conducted salary reviews and monitored wage negotiation processes

This is an ad hoc committee which assists the board in assessing investment opportunities and divestments in line with the group’s strategic objectives.

Assessed the investment opportunities in line with the group’s strategic objectives

Considered and recommended the share buy-back programme to the board for approval, in line with shareholders’ approval