Frequently Asked Questions
Does the board consist of executive and non-executive directors, with a majority of non-executive directors of whom sufficient are independent of management in order to ensure the shareowner interests are protected?
The Board comprises two executive directors, four independent non-executive directors and three non-executive directors.
Has the Board put a programme in place ensuring staggered rotation of directors in order to ensure board continuity?
All directors retire by rotation every three years. As a result of this requirement, at the 23 November 2011 annual general meeting the following directors retire by rotation but all offer themselves for re-election: Messrs Jeffrey Davis, Doug McMillon, Grant Pattison, Chris Seabrooke and JP Suarez.
Has a remuneration committee been appointed which consists of entirely (or mainly) independent non–executive directors and which is chaired by an independent non-executive director?
Following the Walmart transaction, the Remuneration and Nominations Committee now comprises Messrs Mark Lamberti (Chairman), Doug McMillon and Chris Seabrooke. With the exception of Doug McMillon, all Committee members are independent non-executive directors. The CEO attends all Committee meetings by invitation.
Is the Chairperson an independent non-executive director?
Mark Lamberti was appointed as Massmart's non-executive Chairman in July 2007 and, as he was previously the Massmart CEO, he could not be considered independent until June 2010. The Board is satisfied that Mark Lamberti should now be considered an independent director. Recognising however, that some may differ with this view, Chris Seabrooke, the non-executive Deputy Chairman, maintains his role as the Group's Deputy Chairman and Lead Independent Director. In addition, to ensure good governance, and as recommended by King III, the Chairmanship of each of the three Board Committees is held by independent directors.
Does the company provide full disclosure of director remuneration on an individual basis, giving details of earnings, share options, restraint payments and all other benefits?
Details of individual directors' remuneration are provided here on this report, and explanations are provided for executive directors' remuneration. In addition, details of executive remuneration policies are provided here.
Due to their specialised retail skills, the highly competitive South African retail environment and the specific employees' value to Massmart, the Board has chosen not to disclose the remuneration of the most highly paid executives who are not directors. Instead, this information is disclosed in aggregate for the three executives concerned (see here). None of these executives earns a higher salary than either of the executive directors.