Governance

Tiger Brands' board has ultimate oversight over all aspects relating to the governance and management of the Company. The board sets the overall direction and tone for building a sustainable business that enacts our values, integrating sustainability risks, opportunities and impacts into our business decisions and activities, and ultimately delivering on our purpose to nourish and nurture more lives every day.

Direction and tone

The Tiger Brands board provides ethical leadership and strategic direction in the best interests of the company. The board delegates responsibility for different aspects of sustainability governance and management to specific board committees. In doing so, the board is guided by regulatory requirements and by applicable codes of good practice and market benchmarks.

The board delegates oversight of sustainability to the SETCO. The SETCO oversees the governance and management of all sustainability-related issues for the group, encompassing all issues relating to the environment and natural resources, climate change, ethical conduct, stakeholder relationships, employee engagement and community needs. This includes responsibility for overseeing the integration of these issues into group strategy, covering both Tiger Brands impact on society, and the impact of sustainability-related risks and opportunities on Tiger Brands. The SETCO collaborates with the risk and sustainability committee (RSC) to fulfil this role.

The RSC is responsible for overseeing the groups activities regarding the management of sustainability-related impacts, risks and opportunities. The RSC monitors and reviews the processes and procedures for identifying, assessing and prioritising impacts, risks and opportunities for the group, including sustainability-related risks and opportunities, and integrating these issues into group risk management processes. The RSC further monitors and reviews the companys safety, health and environment (SHE) impacts, including climate-change impacts. Furthermore, the RSC monitors and reviews the impact of the groups activities and products/services against relevant laws, regulations and prevailing codes of best practice, as well as the companys performance on managing these aspects. The RSC reports on these processes and outcomes to the SETCO.

The terms of reference for the board and each board committee reflect their sustainability mandate. The board charter and terms of reference for each committee give due consideration of the relevant provisions of the King IV Code on Corporate Governance, the JSE Listings Requirements, and the Companies Act. The terms of reference of the SETCO further consider the principles of the United Nations Global Compact (UNGC), OECD recommendations on corruption, the South African Employment Equity Act, and the Broad-based Black Economic Empowerment Act. The SETCO and RSC terms of reference explicitly mention climate change in defining their mandates to monitor and review environmental impacts, risks and opportunities, and oversee ethical governance and responsible corporate management. Similarly, the terms of reference for each board committee reflect their sustainability mandate. These terms of reference are available online at www.tigerbrands.com

Integrating sustainability

The SETCO and RSC each convene three times a year, where they review Tiger Brands sustainability performance and the management of material sustainability and climate-related impacts, risks and opportunities. The committees give guidance on these issues to the chief executive officer (CEO) and executive team, and report to the board after each meeting. The SETCO's board reports include feedback on Tiger Brands' sustainability performance, management approach, and key activities. All committees submit similar post-meeting reports to the board on the process and outcomes of their activities. The annual work plans for SETCO and RSC are structured appropriately to ensure relevant topics aligned with the sustainability agenda are discussed during meetings of these committees and for subsequent reporting to the board and public disclosure.

The nomination and governance committee (NAGC), remuneration committee (REMCO), and audit committee (AC) also play key roles in the governance of sustainability, as follows: The NAGC monitors and reviews the performance of the board, ensures protocols for ethical governance and leadership succession are followed, and facilitates the induction, training and development of board members. The board membership is diverse in terms of skills and areas of expertise, and the NAGC ensures that the directors are regularly trained in environmental, social and governance matters to oversee an effective and strategic response to sustainability and climate change issues The REMCO engages in and approves the remuneration policy and strategy, including any remuneration incentives linked to sustainability performance targets The AC reviews and approves the sustainability performance data, oversees the external assurance of select elements of this data, and reviews the integrity of the sustainability report, recommending it for sign-off by the board More information on the composition, capabilities, and committees of our board and our practice of good corporate governance is reported in the IR, available at www.tigerbrands.com.

Sustainability-related roles of all board committees