INTEGRATED ANNUAL REPORT 2024

for the year ended 30 September 2024

Protecting value through good governance

Tiger Brands is dedicated to maintaining the highest standard of ethical leadership. Sound governance practices, underpinned by our values, are the cornerstone of our business operations and engagement with stakeholders.

In 2024, the group's delegation of authority framework was reviewed and approved by the board to align with the new operating model and the restructured business unit clusters, to ensure devolvement of decision-making in our business operations and to enable agile execution on delivery of the group strategy.

The company continued to be guided by the principles set out in the King IVTM* Report on Corporate Governance, the JSE Listings Requirements, the Companies Act and other relevant laws and regulations. The board confirms compliance with the requirements of these regulations and legislation, as well as the company’s memorandum of incorporation. The register confirming the extent of application of the King IV principles within Tiger Brands 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.

* Copyright and trademarks are owned by the Institute of Directors in South Africa NPC and all of its rights are reserved

Our board comprises a diverse set of corporate leadership skills, experience, independence and deep industry knowledge to carry out its responsibilities objectively and effectively.

Independence and separation of powers

The board is led by the independent chairman, whose role is clearly defined and separate from that of the group chief executive officer. 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.

Frank Braeken was appointed lead independent director with effect from 1 March 2024. Emma Mashilwane stepped down from this role with effect from 29 February 2024. The role and function of the lead independent director is defined in the board charter.

Our board composition

Board changes during FY24

1  Cora Fernandez stepped down as non-executive director with effect from 10 October 2023
2  Noel Doyle stepped down as executive director with effect from 31 October 2023
3  Tjaart Kruger appointed executive director with effect from 1 November 2023
4  Deepa Sita stepped down as executive director with effect from 31 December 2023
5  Thushen Govender appointed as executive director with effect from 1 January 2024
6  Gail Klintworth stepped down as non-executive director with effect from 31 May 2024

Board key highlights in 2024

During the period under review, the board considered and approved the following key matters at its meetings:

Q1 Q2 Q3 Q4
  • Monitored the business performance in the context of global and local macro-economic environment
  • Approved the final results, final dividend and share buy-back proposal
  • Considered status of the implementation of the digital strategy
  • Approved the divestment of the status brand
  • Approved the 2023 AFS, integrated report, sustainability report for distribution to shareholders
  • Monitored the board and senior management succession plan and approved operational model changes
  • Approved reconstitution of board committees
  • Monitored the liquidity and balance sheet
  • Considered progress on the implementation of the efficiency an optimisation initiatives
  • Monitored the stakeholder engagement initiatives
  • Approved the interim financial results and interim dividend
  • Considered proposal on options to restructure and optimise the group borrowing facilities
  • Monitored the ESG and climate change landscape and the impact on Tiger Brands
  • Considered progress with the corporate strategy implementation
  • Approved budget and group's strategy
  • Approved the revised group's delegation of authority framework
  • In addition to quarterly reviews of the class action litigation, considered further actions underway
  • Reviewed the working capital management plan
  • Monitored the brand performance scorecard
Board committees' composition and mandates

The board committees are constituted to carry out their duties and responsibilities on behalf of the board. Annually, each committee's terms of reference, work plan and membership are reviewed, considering prevailing governance trends, best practice standards and the appropriateness of skills required by each committee to effectively execute its mandate. The chairmen of the board committees provide feedback to the board on key issues deliberated on and decisions taken by committees, as well as matters worthy of the board's attention.

The board is satisfied that the committees effectively executed their obligations in 2024.

Committee 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 highlights of 2024

  • Oversight on the integrity and effectiveness of the financial and non-financial reporting
  • Oversaw the initiatives to implement the Tiger Brands digital transformation and improve cyber-security posture
  • Evaluated the effectiveness of the internal financial reporting controls and combined assurance model
  • Assessed the effectiveness of the proposed changes to the group delegation of authority framework
  • Considered the company's performance, going-concern assumptions and liquidity management
  • Assessed the appropriateness and effectiveness of external auditors, internal audit function, finance function and the competence of the chief financial officer and company secretary
  • Recommended payment for the interim and final dividend to the board
  • Considered the accounting treatment and disclosures and the group's impairment assessments
  • Assessed the processes and effectiveness of our compliance programme in relation to regulatory requirements and changes to operating environment

DG Wilson* (chairman)
FNJ Braeken
TE Mashilwane#
M Sello

4/4
4/4
2/3
4/4

*  Appointed as chairman of the committee effective 10 October 2023
#  Appointed as member of the committee effective 10 October 2023

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

Committee mandate

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.

Key highlights of 2024

  • 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
  • Made good progress on the targeted actions to improve diversity and inclusion
  • Monitored the stakeholder engagement activities and the employee relations environment
  • Ensured processes are in place to drive the company's transformation objectives
  • Monitored progress on the implementation of initiatives to improve on skills development and preferential procurement on B-BBEE scorecard

TE Mashilwane (chairman)
MO Ajukwu
TN Kruger
GA Klintworth#
M Sello
LA Swartz*

3/3
3/3
3/3
3/3
2/3
1/1

*  Appointed as member of the committee effective 1 April 2024
#  Stepped down as non-executive director of the company and member of the committee effective 31 May 2024

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

Committee mandate

The committee assists the board in its oversight of the management of risk and mitigation strategies across the group.

Key highlights of 2024

  • Evaluated and monitored key risks and the overall business risk profile and response plan to address the group's risks appropriately
  • Considered the group sustainability strategy and the initiatives to be undertaken to achieve the applicable targets
  • Ensured maturity and effectiveness of enterprise risk management processes and continuously monitored the implementation of the risk management plans
  • Made noteworthy progress with respect to monitoring of implementation of health, safety, security and environment improvement plans
  • Monitored the impact of water scarcity and climate change on the company's operating environment
  • Monitored the quality and food safety performance and assessed the maturity level of Tiger Brands' food safety culture

M Sello (chairman)
MO Ajukwu
FNJ Braeken#
GJ Fraser-Moleketi
GA Klintworth^
OM Weber
DG Wilson*

3/3
3/3
0/2
3/3
2/2
3/3
3/3

*  Appointed as member of the committee effective 10 October 2023
#  Stepped down as member of the committee effective 1 April 2024
^  Stepped down as non-executive director of the company and member of the committee effective 31 May 2024

The risk management report is set out here.

Committee 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 highlights of 2024

  • Evaluated the effectiveness of the reward strategies, including policy and practices designed to attract, motivate and retain talent
  • Approved the short-term incentive scorecard for FY24 targets
  • Considered the group's long-term incentives plan performance conditions and targets
  • Continued engaging with our shareholders on remuneration policy and the implementation report to ensure appropriateness of the reward mechanism
  • Evaluated the implementation of the minimum shareholding requirement policy for executives
  • Considered the proposed bonus deferral and company matching shares scheme for implementation in FY25

LA Swartz* (chairman)
GJ Fraser-Moleketi
TE Mashilwane^
S Sithole
OM Weber
DG Wilson#

5/5
5/5
3/3
5/5
5/5
5/5

*  Appointed as chairman of the committee effective 10 October 2023
#  Stepped down as chairman of the committee effective 10 October 2023
^  Stepped down as member of the committee effective 1 April 2024

The remuneration report is set out here.

Committee 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 highlights of 2024

  • Evaluated the board composition and skills matrix set to ensure it appropriately reflects the combination of expertise and experience required for Tiger Brands' future
  • Engaged with key shareholders through the governance roadshows and deliberated on the outcomes thereof
  • Assessed the succession mechanism for the board, executive management and other critical skills to ensure effective talent pipelines are in place
  • Ensured continuous development of directors through the execution of appropriate induction and training sessions
  • Considered the progress on board diversity and approved the 2030 targets on board diversity
  • Considered directors due to retire by rotation at the company's ensuing AGM
  • Ensured the implementation of the external effectiveness assessment review

GJ Fraser-Moleketi (chairman)
FNJ Braeken#
TE Mashilwane^
S Sithole
LA Swartz
OM Weber
DG Wilson*

5/5
2/2
3/3
5/5
5/5
5/5
1/1

*  Appointed as chairman of the committee effective 10 October 2023
#  Stepped down as chairman of the committee effective 10 October 2023
^  Stepped down as member of the committee effective 1 April 2024

Committee mandate

The committee assists the board in assessing mergers, acquisitions, investment opportunities and divestments in line with the group's strategic objectives.

Key highlights of 2024

  • Developed the capital allocation model and put processes in place for effective implementation
  • Recommended the proposed divestment and disposal transactions in line with the group's strategic objectives for board approval
  • Monitored the group investments performance

S Sithole* (chairman)
FNJ Braeken
GJ Fraser-Moleketi
TE Mashilwane#
OM Weber
DG Wilson

5/5
5/5
5/5
4/4
5/5
5/5

*  Appointed chairman of the committee effective 10 October 2023
#  Stepped down as member of the committee effective 1 April 2024

Our executive committee

In 2024, the executive committee was refreshed to ensure its composition represents a "fit for purpose" structure.

Our executive committee comprises an experienced diverse team with appropriate knowledge, backgrounds and is responsible for strategy execution and the day-to-day management of operations.

The executive committee meets at least monthly to consider operational issues.