Post-investment reviews of prior strategic investments are monitored closely. Prior to this role, he served as head of strategy and planning at SAB and Business Development Executive at SABMiller Africa. The executive committee comprises 12 members. active part in setting the agenda for Board meetings. 4.2 In fulfilling its function, the Board shall at all times apply the 16 principles of the King IV Code as listed in Annexure A to this charter. reported on as required by the JSE Listings Requirements. the Company elects to comply. 9.9.1 Minutes of meetings will be completed within 10 (ten) business days of the meeting and circulated to relevant members of the 5.1.12 exhibit the degree of skill and care as may be reasonably expected from a person of his skill and experience, but also exercise 2.9 As per the provisions of the Memorandum of Incorporation of the Company, at least one third of the non-executive directors shall retire Appointed: December 2016 Code of Ethics these support the integrity of information for internal decision-making and of the external reports, Principle 16: Stakeholders – In the execution of its governance role and responsibilities, the Board should adopt a stakeholder-inclusive In the case of a conflict between the duties of a director consideration to issues such as the preservation of business relationships and costs, both in money and time, especially executive time, every year thereafter with the assistance of the Nomination and Governance Committee, it is concluded that such director exercises 6.1 A formal induction programme shall be in place for new directors who shall also be provided with a formal letter of appointment. decision. Co-founder and CEO of MASA Risk Advisory Services. Marc previously held senior FMCG sales and customer marketing roles across Africa, south Asia and Australia, including customer vice-president for Unilever South Africa and India. member shall send an email to the Company Secretary indicating their approval of the minutes, within 10 (ten) business days. approach that balances the needs, interests and expectations of material stakeholders in the best interest of the organisation over time. of interest in respect of any matter on the agenda. 7.4 As a minimum, the Board shall establish an Audit Committee, Risk and Sustainability Committee, Social, Ethics and Transformation The committee comprises three independent non-executive directors. following: 7.2.1 effective collaboration through cross-membership between committees, where required; coordinated timing of meetings; and IT Governance Charter & Framework 7.2.3 a balanced distribution of power in respect of membership across committees, so that no individual has the ability to dominate Retired: 31 May 2018, Previous page: Environmental sustainability, Tiger Brands: Integrated Annual Report 2018, Turning outputs into competitive advantage, Social, ethics and transformation committee report, Analysis of registered shareholders and company schemes, Social, ethics and transformation committee. The board is guided by the principles in the King IV Report on Corporate Governance, JSE Listings Requirements, Companies Act No 71 of 2008 and other relevant laws and regulations. 7.5.4 may be a member of the Risk and Sustainability Committee and may be its chair; and 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 Dr Mokhele's independence is not impaired by his length of service. 4.5 The Board shall approve the Combined Assurance Plan, the Internal Audit Charter and manage the assurance of the external reports. management contribute to role clarity and the effective exercise of authority and responsibilities, Principle 11: Risk Governance – The Board should govern risk in a way that supports the organisation in setting and achieving its strategic On 24 November 2017, Santie Botha retired as a non-executive director after serving on the board for 14 years. 10.2 Trading in company equities 2.6 Dealing with conflicts of interest which may arise, ensuring compliance with all internal and external legal requirements. In addition, special meetings were convened to deliberate on critical matters that needed the attention of the board. Gail Klintworth was appointed by the board since the last AGM and is required to stand for election by shareholders at the company's next AGM. the Company’s equities. 6. Oversees the integrity of the company's financial reporting. satisfied with the advice received, seek independent professional advice at the Company’s expense in the furtherance of their duties as 4.6 The Board shall review material stakeholders as recommended by the Social, Ethics and Transformation Committee. Memorandum of Incorporation. As a minimum, the Board shall adopt policies and procedures in respect of the following: 10.1 Conflicts of interest ask the relevant director to recuse themselves from participating in discussions and taking decisions in respect of matters in which they have a conflict The board is satisfied with the level of experience Mindful of its duty as a responsible corporate citizen, the board made a concerted effort to ensure it met regularly, particularly in the early stages of what manifested into a crisis for the company. In FY18, the board met six times at scheduled meetings. The board is determined to achieve its target of 50% for women and black representation by 30 September 2022. shall be arranged through the chair of the Board or the CEO. The board also confirmed that he is not a director of the company and is able to interact with the board and chairman independently. 7.5 The chair of the Board: 7.5.1 shall not be a member of the Audit Committee; This includes promoting equality, preventing unfair discrimination, contributing to community development and monitoring the company's activities in terms of relevant legislation and prevailing code of best practices. Other than the chief executive officer and (in respect of the limited Appointed: April 2018 meeting. meetings to be held as and when deemed appropriate. statutory and regulatory requirements, including the JSE Listings Requirements and the Company’s Memorandum of Incorporation. 16.4 The Board should be continually informed of relevant laws, rules, codes and standards to enable the Board to adequately discharge its S’ne is a former senior vice president, group human capital for the Sasol group since 2016. consider and approve, if the subsidiary company’s board considers it appropriate. 11. Appointment to the Board of Tiger Brands TIGER BRANDS LIMITED ("Tiger Brands" or "the Company") (Incorporated in the Republic of South Africa) (Registration number 1944/017881/06) Share code: TBS ISIN: ZAE000071080 Appointment to the Board of Tiger Brands In compliance with section 3.59 of the JSE Limited Listings Requirements, the Tiger Brands Board … Policy on the Appointment of the Board of Directors 5.1.5 disclose any information that he may be aware of that is material to the Group and which the Board is not aware of, unless such The Tiger Brands board comprised 10 directors at Notice of Annual General Meeting, Currently viewing: Corporate governance / Next: Audit committee report. for a non-binding, advisory vote. as possible options in the resolution of both internal and external disputes, before approaching a court of law, but only when appropriate duties in the best interest of the Company and with due care, skill and diligence. The board has delegated certain functions to its committees to assist in meeting its oversight responsibilities. Patrick has over 30 years of experience in FMCG, including as supply chain vice-president for Unilever South Africa. be reported on in the integrated report. 12.3 Non-executive directors should, as a general rule, not provide any professional or business services of an ongoing nature to the Company. The Board shall adopt, approve and regularly review a formal procedure to regulate the trading by directors and senior management in The necessary framework, systems, policies and processes are in place to ensure all entities adhere to essential group requirements and minimum governance standards. Remuneration Policies. Dr Khotso Mokhele completed 11 years of service as a non-executive director on 30 September 2018. 4.1.3 approving policy and planning that gives effect to value creation; 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. 3. Cookies help us improve your website experience. Previous roles included group finance director of CG Smith Ltd and CG Smith Foods Ltd, Reunert Ltd and Barlow Rand Ltd (now Barloworld). on in the King IV Code and listed in Annexure A hereto and regards these as fundamentally important to the business success and 2.8 The Board shall set targets for race and gender representation in its membership and report on performance against such targets, as also This comes at the time South Africa faces the largest Listeriosis outbreak in history. The audit committee chairman's report is set out here. 2.6 The Nomination and Governance Committee shall provide guidance with succession planning at Board level, including key roles such as programmes where available. 8.3 The company secretary shall report to the Board via the chair on all statutory duties and functions performed in connection with the Board. indicators holistically and on a substance-over-form basis when assessing the independence of a director for purposes of the The committee assessed all investment opportunities identified The Tiger Brands Management Trainee Programme is a 24 month accelerated development programme which aims to recruit bachelor’s degree / Btech graduates who demonstrate the potential to reach senior leadership positions in the organisation. The bacterial infection has claimed 180 lives and 750 cases in the country. The Tiger Brands board provides effective leadership and strategic direction in the best interest of the company and 9.11 Board meetings may be conducted via telephone or video conference facilities provided that all concerned can actively participate in the Further enhancements will be made, in line with the board's objectives to continuously improve corporate governance practices. purposes of evaluating the information received from executive management about the Company and the Group and to determine whether Such access 7.5.2 may be a member of the Remuneration Committee but not its chair; In addition to the company's South African operations, Tiger Brands also has direct and indirect interests in international food businesses in Chile, Zimbabwe, Mozambique, Nigeria, Kenya and Cameroon. Diversity Policy stakeholder trust and confidence in the Company. 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