The board confirms that for the year ended 30 September 2025, Tiger Brands complied with the provisions of the Companies Act, the JSE Listings Requirements, and operated in conformity with its board charter and the company's memorandum of incorporation. The board additionally affirms adherence to the King IV Code of Corporate Governance.
The application of the King IV principles is available on the company's website at www.tigerbrands.com
Tiger Brands is committed to achieving an ethical culture, good performance, and an effective governance environment. To this end, the board acts as the custodian of corporate governance within the company. It has the ultimate accountability and responsibility for the company's performance through well-structured governance frameworks and ensures that the group maintains the highest standards of ethical behaviour.
Board profiles
Race
Gender
ACI representation (South African)
Age (years)
Board tenure
The board is satisfied that it has an appropriate and effective balance of diversity in skills, experience, knowledge and independence to discharge its governance role and responsibilities
The board is led by an independent chairman, whose role is clearly defined and separate from that of the chief executive officer. The chairman facilitates effective communication and decision-making among board members, ensuring that discussions focus on key business issues. The board charter sets out a clear division of responsibilities and authority at the board level, providing that no individual director has unfettered powers of decision-making or influence over the board.
The lead independent director's role is to lead in the absence of the chairman and act as a sounding board for the chairman. The lead independent director will be required to chair board discussions should the chairman have a conflict of interest.
Directors who have served on the board for nine years may continue their tenure for up to a maximum of 12 years, subject to annual extensions following a special independence assessment conducted by the board. The board has approved the extension of Ms Emma Mashilwane's term for an additional year upon completion of her nine-year tenure as of 31 December 2025, following a thorough review and confirmation of her continued independence. Ms Mashilwane's expertise, experience, and independent judgement remain valuable assets to the company.
The board conducts performance evaluations on an annual basis, alternating between independent/external and internal assessments. In 2025, the board and its committees carried out an internal evaluation. The results demonstrated that both the board and its committees are considered to function as highly efficient and effective structures.
Board committees are established by the board to assist in fulfilling its oversight responsibilities in accordance with the board charter. Each committee functions under clearly defined terms of reference and is guided by annual workplans, both of which are reviewed yearly to maintain alignment with current governance best practices and to ensure that each committee possesses the requisite skills and knowledge necessary for the effective execution of its mandate.
The chairmen of board committees report individually to the board on significant discussions and decisions made by their respective committees, as well as issues that require the board's consideration. Committee members have skills and experience relevant to fulfilling their responsibilities.
During the year under review, each committee executed key responsibilities effectively, and the board is satisfied that the committees functioned in line with their respective terms of reference.
* The audit committee has merged with the risk and sustainability committee with effect from 1 April 2025
The committee primarily oversees the integrity of the company's financial reporting and the integrated 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. Ensured there are effective corporate governance mechanisms, including management of risk and mitigation strategies across the group.
DG Wilson (chairman)
FNJ Braeken
TE Mashilwane
M Sello
3/3
3/3
3/3
3/3
The audit and risk committee report is set out on pages 4 to 8 of the annual financial statements.
* The committee's name was changed from social, ethics and transformation committee to social, ethics and sustainability committee effective 1 April 2025
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, monitoring of sustainability strategies ensuring that the corporate culture is supportive of the approach and monitoring and reporting actual performance against these objectives.
TE Mashilwane (chairman)
MO Ajukwu*
GJ Fraser-Moleketi#
TN Kruger
M Sello
LA Swartz
OM Webber#
4/4
2/2
2/2
4/4
4/4
4/4
2/2
* Retired from the board as non-executive director effective 20 February 2025
#Appointed as a member of the committee effective 1 April 2025
The social, ethics and sustainability report is set out here.
The committee assists the board in ensuring Tiger Brands' remuneration policies and practices are aligned with the company's objectives and regulatory requirements for value creation. The committee ensures that remuneration and other incentives are benchmarked to ensure fairness and competitiveness in reward strategies to attract and retain talent and critical skills required to deliver business goals and results.
LA Swartz (chairman)
GJ Fraser-Moleketi
S Sithole
OM Weber
DG Wilson
5/5
5/5
5/5
5/5
5/5
The remuneration report is set out here.
The committee assists the board in ensuring the performance of the board and its committees. 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.
GJ Fraser-Moleketi (chairman)
FNJ Braeken
M Sello*
S Sithole
LA Swartz
OM Weber#
5/5
5/5
2/2
5/5
5/5
3/3
* Appointed as a member of the committee effective 1 April 2025
# Stepped down as a member of the committee effective 1 April 2025
The committee assists the board in assessing mergers, acquisitions, investment opportunities, and divestments in line with the group's strategic objectives.
S Sithole (chairman)
FNJ Braeken
GJ Fraser-Moleketi
OM Weber
DG Wilson
5/5
5/5
5/5
5/5
5/5
* The risk and sustainability committee merged with the audit committee with effect from 1 April 2025
M Sello (chairman)
MO Ajukwu*
GJ Fraser-Moleketi
DG Wilson
2/2
1/1
2/2
2/2
* Retired from the board as non-executive director effective 20 February 2025
The Tiger Brands group executive committee comprises 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 group's delegation of authority.
The executive committee meets at least monthly and more often as required
Executive committee diversity as at 30 September 2025
Gender
Diversity by age
Tenure
