Tiger Brands Limited

Integrated annual report


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Notice of AGM

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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.



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


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.

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



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.

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.

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



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.

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



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.

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.

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