Board composition
The board comprises 12 directors,
most of whom are non-executive
directors. Appointments to the board
are conducted through a formal and
transparent process supported by the
nomination and governance committee
in line with the policy on appointment
to the board of directors and board
diversity requirements in terms of the
group diversity policy.
In 2022, the board was further
strengthened by the appointment
of Frank Braeken on 1 April and
Lucia Swartz on 1 June.
Maya Makanjee and Mark Bowman
retired from the board on 31 December
2021 and 16 February 2022 respectively,
after serving on the board for more
than nine years.
Separation of powers
The board is led by the independent
chairman, Geraldine Fraser-Moleketi,
whose role and functions are clearly
defined and separate from that of
the CEO, Noel Doyle. The board
charter sets out a clear division of
responsibilities and authority at board
level, providing that no individual
director has unfettered powers
of decision making or influence
over the board, which allows for
participative decisions.
Board independence
The board assessed the independence
of the non-executive directors against
the criteria set out in King IVTM as well
as the provisions of the JSE Listings
Requirements and considered them
to be independent.
Board induction
New directors to the board undergo an
induction programme. The programme
comprises a briefing on essential board
and company information, including
governance structures; laws and
regulations affecting the business, as
well as business performance. This is
supplemented with visits to our
manufacturing sites.
Sessions are scheduled with board
and committees’ chairs, key executives
and the company secretary.
Board and committee
evaluations
This year, we commissioned an
independent external effectiveness
review that assessed the board’s
overall performance in 2022.
The board is effective in leading the
current business and has opportunities
to shift towards a more future-focused
approach. This includes having greater
exposure to the second level of
management, enabling improved
succession planning. Improvement
plans are being developed to close
identified gaps.
Board committees’ composition
and responsibilities
The board has delegated certain of
its functions to committees to assist
it in meeting its oversight responsibilities
in line with the board charter. The board
charter and board committee terms of
reference are reviewed annually to
ensure they remain relevant and aligned
with the requirements of King IVTM, the
Companies Act and governance best
practice.
The chairs of board committees
provide feedback to the board on the
key deliberations and decisions taken
by the committees.
During the year under review
each committee executed its
key responsibilities and the board
is satisfied that the committees
functioned in line with their respective
terms of reference.
|
|
|
|
|
|
|
|
INDEPENDENCE |
|
BOARD DEMOGRAPHICS |
|
BOARD TENURE |
|
|
 |
|
 |
|
 |
|
BOARD FOCUS AREAS IN 2022
 |
Quarter 1 |
|
 |
Quarter 2 |
|
 |
Quarter 3 |
|
 |
Quarter 4 |
|
Approved revised group delegation of authority |
|
|
Reviewed ESG matters, and climate
change approach and sustainability
reporting |
|
|
Considered regular updates on the
group’s performance, strategic priorities,
interim financial results and forecasts |
|
|
Approved the group’s budget for the
2023 financial year |
|
Approved the execution of the share
buy programme |
|
|
Considered Rest of Africa strategy
and operating model |
|
|
Approved the group’s financial results for
the six months ending 31 March 2022 |
|
|
Reviewed and approved the group’s
strategy, in line with the company’s
strategic pillars |
|
Approved appointment of external
auditors Deloitte & Touche |
|
|
Considered the succession planning
and approved the appointment of new
directors |
|
|
Considered the future of the Deciduous
Fruit business in the context of its
business model, portfolio fit and returns |
|
|
Considered the macro-economic and
operating environments in relation to Tiger
Brands’ performance and prospects |
|
Approved the group’s financial results for
the year ended 30 September 2021 |
|
|
Considered updates on corporate
aspects such as the status of significant
strategic actions underway, key risk
matters, as well as the competitor and
shareholder landscape |
|
|
Considered the capital expenditure
requirements for the culinary business |
|
|
Reviewed the bakery business priorities
and progress achieved in respect of each
priority |
|
Approved the company’s suite of
reporting publications |
|
|
|
|
|
Considered Snacks & Treats portfolio,
including the chocolate turnaround
strategy and innovation initiatives |
|
|
Considered the benchmarking exercise
on product safety and quality, including
improvement opportunities, process
capabilities and operational opportunities |
|
Considered and agreed the directors
to be put forward for re-election and
appointment to the audit committee
at the AGM |
|
|
|
|
|
Received training on JSE-related
continuing obligations and disclosure
requirements |
|
|
Attended a site visit at beverages plant |
|
|
|
|
|
|
|
|
|
SETC |
SOCIAL, ETHICS AND TRANSFORMATION COMMITTEE |
Members |
Attendance at meetings |
TE Mashilwane1
(chairman) |
3/3 |
MO Ajukwu2 |
1/1 |
NP Doyle |
3/3 |
GA Klintworth |
3/3 |
M Makanjee3 |
1/1 |
M Sello |
3/3 |
1 |
Appointed as chairman 2 January 2022. |
2 |
Appointed as member 1 April 2022. |
3 |
Resigned as member and
chairman 31 December 2021. |
|
|
|
 |
Mandate |
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. |
|
|
|
 |
Key focus areas in 2022 |
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 |
Monitored stakeholder engagement activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSC |
RISK AND SUSTAINABILITY COMMITTEE |
Members |
Attendance at meetings |
M Sello (chairman) |
3/3 |
MO Ajukwu |
3/3 |
FNJ Braeken1 |
2/2 |
CH Fernandez |
3/3 |
GA Klintworth1 |
2/2 |
GJ Fraser-Moleketi |
3/3 |
OM Weber |
3/3 |
1 |
Appointed as member 1 April 2022. |
|
|
|
 |
Mandate |
The committee assists the board in its
oversight of the management of risk and
risk governance in the group. |
|
|
|
 |
Key focus areas in 2022 |
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 |
Monitored the quality performance and the maturity of quality management systems |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members |
Attendance at meetings |
CH Fernandez (chairman) |
3/3 |
FNJ Braeken1 |
1/1 |
M Sello |
3/3 |
DG Wilson |
3/3 |
1 |
Appointed as member 1 April 2022. |
|
|
|
 |
Mandate |
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. |
|
|
|
 |
Key focus areas in 2022 |
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 |
IT resilience and cyber security |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NGC |
NOMINATION AND GOVERNANCE COMMITTEE |
Members |
Attendance at meetings |
GJ Fraser-Moleketi (chairman) |
7/7 |
MJ Bowman1 |
2/2 |
M Makanjee2 |
1/1 |
TE Mashilwane3 |
2/2 |
LA Swartz4 |
0/0 |
OM Weber3 |
2/2 |
DG Wilson |
7/7 |
1 |
Resigned as member 16 February 2022. |
2 |
Resigned as member 31 December 2021. |
3 |
Appointed as member 1 April 2022. |
4 |
Appointed as member 1 September 2022. |
|
|
|
 |
Mandate |
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. |
|
|
|
 |
Key focus areas in 2022 |
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 |
Monitored progress of board diversity
targets and was instrumental in achieving
58% and 60% of female and black
representation respectively, against
a target of 50% on both elements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RC |
REMUNERATION COMMITTEE |
Members |
Attendance at meetings |
DG Wilson (chairman)1 |
6/6 |
MJ Bowman2 |
4/4 |
GJ Fraser-Moleketi |
6/6 |
M Makanjee3 |
3/3 |
TE Mashilwane4 |
2/2 |
LA Swartz5 |
0/0 |
OM Weber4 |
2/2 |
1 |
Appointed as chairman 17 February 2022. |
2 |
Resigned as member and
chairman 16 February 2022. |
3 |
Resigned as member 31 December 2021. |
4 |
Appointed as member 1 April 2022. |
5 |
Appointed as member 1 September 2022. |
|
|
|
 |
Mandate |
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. |
|
|
|
 |
Key focus areas in 2022 |
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 |
Engaged with key shareholders on various
elements related to remuneration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members |
Attendance at meetings |
GJ Fraser-Moleketi (chairman) |
5/5 |
MJ Bowman1 |
1/1 |
CH Fernandez2 |
4/4 |
FNJ Braeken3 |
0/0 |
TE Mashilwane |
5/5 |
OM Weber |
5/5 |
DG Wilson |
5/5 |
1 |
Resigned as member 16 February 2022. |
2 |
Appointed as member 1 April 2022. |
3 |
Appointed as member 2 December 2022. |
|
|
|
 |
Mandate |
This is an ad hoc committee which assists the
board in assessing investment opportunities
and divestments in line with the group’s
strategic objectives. |
|
|
|
 |
Key focus areas in 2022 |
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 |
|