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.
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Our board comprises a diverse set of corporate leadership skills, experience, independence and deep industry knowledge to carry out its responsibilities objectively and effectively.
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.
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
During the period under review, the board considered and approved the following key matters at its meetings:
Q1 | Q2 | Q3 | Q4 |
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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
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
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
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
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
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
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
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.