Governance

¹	Cora Fernandez stepped down as non-executive director with effect from 10 October 2023
²	Noel Doyle stepped down as CEO and executive director, with effect from 31 October 2023
³	Tjaart Kruger appointed as CEO and executive director, with effect from 1 November 2023

54% representation of women on the board against 50% target

Our board

The board is the custodian of corporate governance within Tiger Brands. It has the ultimate accountability to monitor the performance of the company through properly constituted governance structures and ensure that the group adheres to the highest standard of ethical behaviour.

BOARD COMPOSITION AS AT 30 SEPTEMBER 2023

Board diversity

The Tiger Brands board comprises a diverse set of corporate leadership skills, perspectives and deep industry knowledge enabling the company to achieve its strategic objectives and support long-term value creation. To this end, the diversity of skills was further strengthened by the appointment of Sam Sithole as non-executive director with effect from 1 April 2023. Sam Sithole has deep-seated capital allocation skills and a proven track record of valuable contributions at other listed entities.

The board provided effective leadership and strategic direction in the best interest of the company and its stakeholders, and is satisfied that it has executed on its mandate.

Any term in office by an independent non-executive director exceeding nine years is subject to a rigorous review by the board. Mr Michael Ajukwu will complete nine years of service as a non-executive director on 31 March 2024. After taking into account, among other considerations, the extent to which the diversity of his views, skills and experience continue to enhance the board's effectiveness, the board is satisfied that Mr Ajukwu's independence is not impaired by his length of service and resolved to extend his tenure until the company's AGM in 2025.

Separation of powers

The board is led by the independent chairman, whose role and functions are clearly defined and separate from that of the CEO. 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. Emma Mashilwane was appointed lead independent director with effect from 1 March 2023. The roles and functions of the chairman, the lead independent director and the CEO are clearly defined in the board charter.

The group embraces the principles of ethical leadership and good corporate governance aligned to the King IV^TM Code, JSE Listings Requirements, the Companies Act and other relevant laws and regulations.

The application of the King IV^TM principles is available on the company's website on www.tigerbrands.com. A more detailed review of our integration of sustainability-related issues in our governance processes is provided in our sustainability report.

^ 3 Non-South Africans

46% representation of black board members (South African) against 50% target

OUR EXECUTIVE COMMITTEE

The executive committee is an experienced and diverse team with appropriate knowledge and backgrounds to effectively execute the group's strategic priorities and is responsible for control of the operational activities in line with the board's mandate.

Attendance at board meetings

Board meetings take place at least quarterly. The board also meets annually to consider and approve the group strategy and the budget for the ensuing year.

This year, four special board meetings were convened to deliberate on critical matters that needed the attention of the board during the review period.

^ Cora Fernandez and Emma Mashilwane tendered their apologies for the unscheduled/special board meeting

BOARD KEY HIGHLIGHTS IN 2023

Monitored the business performance in the context of global macro-economic environment	Oversaw the board and senior management succession plan	Monitored the ESG and climate change landscape
Reviewed and supported the digital transformation agenda	Monitored the liquidity and balance sheet	Reviewed the group's strategy and supported its strategic goals for the period FY24 to FY28
Monitored stakeholder engagements	Considered the efficiency and optimisation initiatives	Monitored the organisational culture transformation journey and people agenda

Board committees' composition and responsibilities

The board has delegated certain of its functions to board committees to assist it in meeting its oversight responsibilities. The board committees operate under clearly defined mandates that set out the roles, responsibilities and scope of decision-making powers. Annually, the membership of individual committees is reviewed for the appropriateness of skills and knowledge required by each committee to effectively execute its mandate.

The chairmen of the board committees provide regular feedback to the board on key deliberations and decisions taken by the committees, as well as matters worthy of the boards attention.

The board is satisfied that the committees effectively executed their key responsibilities in 2023.

AUDIT COMMITTEE

Committee mandate		Highlights in 2023		Committee members
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.		Oversight of the integrity and effectiveness of the financial and non-financial reporting Evaluated the effectiveness of the internal financial reporting controls and the combined assurance model Assessed the independence of the external auditors and recommended their re-appointment to shareholders Considered the company's performance, going-concern assumptions and liquidity management Confirm solvency and liquidity in the context of distributions Considered the accounting treatment and disclosures and the group's impairment assessments Assessed the processes and effectiveness of our compliance with regulatory requirements and changes to operating environment Assessed the independence and effectiveness of external auditors		CH Fernandez (chairman)^ FNJ Braeken TE Mashilwane^# M Sello° DG Wilson*

Number of meetings: 4

Attendance: 99%

The audit committee report is set out here in the annual financial statements.

^ Stepped down as non-executive director of the company effective 10 October 2023
^# Appointed as member of the committee effective 10 October 2023
* Appointed as chairman of the committee effective 10 October 2023
° Mahlape Sello tendered her apology for one scheduled audit committee meeting

SET

SOCIAL, ETHICS AND TRANSFORMATION COMMITTEE

Committee mandate		Highlights in 2023		Committee members
The committee fulfils the statutory duties as set out in Regulation 43 of the Companies Act and has oversight of and reports 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.		Monitored the group's activities in respect of good corporate citizenship Ensured processes are in place to promote an ethical culture Monitored the socio-economic development initiatives aimed at uplifting the communities where Tiger Brands operates Monitored stakeholder engagement activities and the employee relations environment Ensured processes are in place to drive the company's transformation objectives Monitored the company's regulatory compliance programme and the people's agenda		TE Mashilwane (chairman) MO Ajukwu NP Doyle^ GA Klintworth TN Kruger^# M Sello*

Number of meetings: 3

Attendance: 99%

The social, ethics and transformation committee report is set out here in the sustainability report.

^ Stepped down as executive director of the company effective 31 October 2023
^# Appointed as member of the committee effective 1 November 2023
* Mahlape Sello tendered her apology for one scheduled audit committee meeting

RISK AND SUSTAINABILITY COMMITTEE

Committee mandate		Highlights in 2023		Committee members
The committee assists the board in its oversight of the management of risk and mitigation strategies across the group.		Evaluated and monitored key risks and the overall business risk profile and response plan to address the group's risks appropriately Ensured maturity and effectiveness of enterprise risk management processes and continuously monitored the implementation of the risk management plans Reviewed the combined assurance plan Considered the company's ESG disclosures and assessed the implementation of science-based targets Monitored the health, safety, security and environment activities of the group Monitored the impact of water scarcity, loadshedding and climate change on the company's operating environment Monitored the quality and food safety performance and assessed the maturity level of Tiger Brand's food safety culture		M Sello (chairman)* MO Ajukwu FNJ Braeken CH Fernandez^ GA Klintworth GJ Fraser-Moleketi OM Weber DG Wilson^#

Number of meetings: 3

Attendance: 99%

The risk management report is set out here.

* Mahlape Sello tendered her apology for one scheduled risk and sustainability committee meeting
^ Stepped down as non-executive director of the company effective 10 October 2023
^# Appointed as member of the committee effective 10 October 2023

REMUNERATION COMMITTEE

Committee mandate		Highlights in 2023		Committee members
The committee assists the board in ensuring Tiger Brands' remuneration policies and practices are aligned with 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.		Evaluated the effectiveness of the reward strategies, including policy and practices designed to attract, motivate and retain talent Engaged with key shareholders and deliberated relevant feedback Evaluated the group's short-term and long-term incentives plans to ensure relevance and effectiveness Continued engaging with our shareholders on remuneration policy and the implementation report to ensure appropriateness of the reward mechanism Evaluated the minimum shareholding policy to encourage compliance		DG Wilson (chairman)^ GJ Fraser-Moleketi TE Mashilwane S Sithole^# LA Swartz* OM Weber

Number of meetings: 5

Attendance: 100%

The remuneration report is set out on page here.

^ Stepped down as chair of the committee effective 10 October 2023
^# Appointed as member of the committee effective 1 June 2023
* Appointed as chairman of the committee effective 10 October 2023

NOMINATION AND GOVERNANCE COMMITTEE

Committee mandate		Highlights in 2023		Committee members
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 combination of expertise and experience required for Tiger Brands' future Assessed the succession mechanism for the board, executive management and other critical skills to ensure effective talent pipelines are in place Conducted the nomination and selection process to ensure right skills are considered for appointment to the board Ensured continuous development of directors through the execution of appropriate induction and training sessions		GJ Fraser-Moleketi (chairman) TE Mashilwane S Sithole^# LA Swartz OM Weber DG Wilson^

Number of meetings: 5

Attendance: 100%

^# Appointed as member of the committee effective 1 June 2023
^ Stepped down as member of the committee effective 10 October 2023

INVESTMENT COMMITTEE

Committee mandate		Highlights in 2023		Committee members
The committee assists the board in assessing mergers, acquisitions, investment opportunities and divestments in line with the group's strategic objectives.		Assessed acquisition, investments and divestments opportunities in line with the group's strategic objectives Monitored the group's investments performance		GJ Fraser-Moleketi (chairman)^ FNJ Braeken CH Fernandez* TE Mashilwane S Sithole^# OM Weber DG Wilson

Number of meetings: 3

Attendance: 100%

^ Stepped down as chairman of the committee effective 10 October 2023
* Stepped down as non-executive director of the company effective 10 October 2023
^# Appointed member and chairman of the committee effective 1 June 2023 and 10 October 2023, respectively