The Board has a charter setting out its policies, roles and responsibilities in the execution of its mandate:
- to direct the Group towards the achievement of the Massmart vision
- to be accountable for the development and execution of the Group’s strategy, operating performance and financial results, all practised within the Group’s Governance Authorities which describe the specific levels of authority and required approvals for all major decisions at both Group and Divisional level
- to clarify which executive position, committee or board needs to be consulted prior to taking the decision, which body makes the decision and which bodies should thereafter be informed of the decision
- to be responsible for its own composition, the appointment of the Chairman and the Chief Executive Officer, and the constitution and composition of its sub-committees
Role of all directors is to bring independent judgment and experience to the Board’s deliberations and decisions. They are encouraged to take independent advice, at the Company’s cost, for the proper execution of their duties and responsibilities, and also have direct, unfettered access to the Group’s external auditors, professional advisers and to the advice and services of the Company Secretary. Independent directors have unrestricted access to any executive, manager or employee in the Group.
The Board comprises two Executive Directors, five independent non-Executive Directors and three non-Executive Directors.
About Massmart Non-executive Directors
Andy Clarke (52)
President and Chief Executive Officer ASDA
Appointed 16 July 2014
Andy Clarke is the President and Chief Executive Officer of Asda Stores Ltd, the UK’s second-largest supermarket retailer. Andy is committed to Asda’s promise to save customers money so they can live better. At Asda great value means: price leadership, great quality and excellent service. With this focus on price, quality and service Asda is redefining value retailing in the UK.
Andy’s career with Asda spans over 20 years, having originally joined the company from Morrisons in 1992 as Manager of the Edinburgh store before rising to the position of Retail Director. In 2000, he left to become Chief Operating Officer for Matalan, a position he held for two years before being appointed as Managing Director of Iceland. In 2005, Andy re-joined Asda as Retail and Operations Director, becoming Chief Operating Officer two years later and CEO in May 2010.
Andy also holds an important role in the UK’s retailing and manufacturing industry where he is President of the IGD, this role means Andy is focused on the needs of the whole industry and the customers it serves. Feeding Britain’s Future is an IGD initiative focusing on reducing youth unemployment in Britain. Andy is Ambassador of the Prince’s Trust and Business in the Community which again fuels his passion for helping young people find work.
Kuseni Dlamini (48)
BA (Hons) (KZN), MPhil (Oxon)
Chairman of the Board, Chairman of the Nomination Committee and a member of the Remuneration Committee
Appointed 10 April 2014
Kuseni Dlamini is the Chairman of JSE-listed Aspen Pharmacare Holdings Ltd, the leading pharmaceutical manufacturer in the southern hemisphere with operations in over 50 countries. He is the former Chief Executive Officer of Old Mutual South Africa and Emerging Markets. Prior to this he was the Head of Anglo American South Africa and a member of the Executive Committee of Anglo American plc. in London and was Director of Anglo Platinum Ltd. He is also the former Executive Chairman of Richards Bay Coal Terminal Company (RBCT) Ltd and a former Chairman of Anglo Operations (Pty) Ltd. As part of his career in mining he held a number of senior positions at Anglo Gold Ashanti and De Beers Consolidated Mines Ltd in South Africa and the United Kingdom. Kuseni is a graduate of the Universities of KwaZulu-Natal, Durban, and Oxford where he was a Rhodes Scholar. In March 2008, he was named a ‘Young Global Leader (YGL)’ by the World Economic Forum and, during the same month, Miningx selected him as one of the top 100 most influential people in South African mining. In June 2008, the Mail & Guardian named him as one of the top 200 young people worth taking to lunch and in the same year and month, The Economist referred to him as “A Rare Commodity’. In 2010, the World Economic Forum appointed him a member of the Global Agenda Council on Economic Growth and Poverty Alleviation. In 2011, he was appointed co-Chairman of the annual World Economic Forum (WEF) Africa Summit which brings together Heads of States, leading politicians and business leaders to debate the state of Africa in a changing world on an annual basis. Kuseni is active in professional bodies and charities which include the South African Institute of International Affairs (SAIIA), Common Purpose and the Advisory Board of GIBS Business School. He is also a member of the Council of the University of Pretoria and former Chairman of the Board of South African National Parks (SANParks).
Dr Nolulamo (‘Lulu’) Gwagwa (57)
MSc (KZN), MSc (LSE), PhD (UCL)
Member of the Audit and Risk Committee
Appointed 1 November 2006
Lulu is Chief Executive Officer of Lereko Investment Proprietary Limited. She was Deputy Director General in the National Department of Public Works, responsible for establishing the national public works programme, and completed a five-year term as the CEO of the Independent Development Trust. She has served on various Government commissions, and is currently a non-executive director of FirstRand Limited, Aurecon and Sun International Limited.
Raboijane (Moses) Kgosana (57)
BCompt (UNISA), BCompt Hons (UNISA), CA (SA)
Chairman of the Audit and Risk Committees
Appointed 1 September 2015
Raboijane (Moses) Kgosana is the former Chief Executive and Senior Partner of KPMG South Africa and Chairman of KPMG Africa. He is currently Executive Chairman of his own property investment company, Peduco Properties Investments Proprietary Limited. Moses also serves as the Chairman of the Remuneration and Risk Committees. Moses served on KPMG International’s global board and council for the eight years representing Africa. He has international business experience including being exposed to US companies. Moses is a qualified Chartered Accountant with 33 years accounting, auditing and advisory experience within the public and private sectors.
Phumzile Langeni (42)
BCom (Natal), BCom Hons (UNISA)
Chairman of the Social and Ethics Committee and a member of the Audit and the Risk Committees
Appointed 25 August 2004
Phumzile is the Executive Chairman of Afropulse Group Proprietary Limited, a women-led investment, investor relations and corporate advisory house. She is a stock broker by training and was previously the economic adviser to the Minister of Minerals and Energy. Phumzile is the non-executive chairman of Astrapak Limited, a non-executive director of Imperial Holdings Limited, the Mineworkers Investment Company Proprietary Limited, Primedia Proprietary Limited, Transaction Capital Proprietary Limited, Metrofile Holdings Limited and other unlisted companies.
Enrique Ostalé (55)
Executive vice president, president and CEO of Walmart Latin America, India and Africa as well as chairman of the board of directors of Walmart Mexico and Central America and a member of the Nomination and Remuneration Committees
Commercial Engineering, Major in Business Administration (Adolfo Ibáñez University, Chile) and MSc in Accounting and Finance (London School of Economics (LSE))
Appointed 24 February 2016
Enrique Ostalé assumed his expanded role in February 2016 after serving as president and CEO of Walmart Mexico, Central America and Latin America. From 2006 to February 2013, Enrique served as president and CEO of Walmart Chile. His experience in this latter post included his leadership of the successful transition of the D&S chain, acquired by Walmart Stores Inc. in 2009, into today’s Walmart Chile. Part of his work involved imprinting the seal of Walmart’s corporate culture on the organization, adopting along with his team the mission of “helping people save money so they can live better” and incorporating the promotion of sustainability as one of the operational pillars of the business.
Ostalé joined D&S in 1989, serving initially as manager of its financial division, then of its merchandising division and subsequently as manager of its Lider format before becoming its CFO. In 2000, he left the company to take up a position as CEO of Emol, the online service of the El Mercurio newspaper. Between 2002 and 2006, he was dean of the Business School of the Adolfo Ibáñez University before returning to D&S as its general manager, president and CEO.
During his career in Chile, Enrique has, among other activities, been a director and vice president of the Instituto Chileno de Administración Racional de Empresas (ICARE) and served on the governing council of Fundación País Digital and the advisory councils of the Sociedad de Fomento Fabril (SOFOFA), the Cámara de Comercio de Santiago and the Corporación Red de Alimentos. In 2012, he received the “Executive of the Year” prize awarded by Ernst & Young and the El Mercurio newspaper.
Chris Seabrooke (63)
BCom, BAcc, MBA, FCMA
Deputy Chairman of the Board and Lead Independent Director and a member of the Nomination Committee
Appointed 1 February 2000
Chris has been a director of over 25 stock exchange-listed companies. He is currently CEO of Sabvest Limited, Chairman of Metrofile Holdings Limited, Transaction Capital Limited and Torre Industries limited, and a director of Datatec Limited, Net1 UEPS Technologies Inc (Nasdaq/JSE) and Brait S.E. (Luxembourg/JSE). He is also a director of a number of unlisted companies including Mineworkers Investment Company (Pty) Ltd, and is Deputy Chairman of Primedia Holdings (Pty) Ltd. He is a former Chairman of the South African State Theatre and former Deputy Chairman of the inaugural National Arts Council of South Africa. He is a member of the Institute of Directors.
JP Suarez (52)
BA (Hons) (Tufts University) JD (University of Pennsylvania)
Senior Vice President of Realty Design, Walmart US and a member of the Social and Ethics Committee
Appointed 20 June 2011
John Peter (JP) Suarez is the Senior Vice President of Realty Design, Walmart US. JP is responsible for entire Realty functions, from development activities for US stores including site selection for Supercenters, Neighborhood Markets and test formats prototype design, construction, store maintenance, fixture and equipment procurement, along with real estate management and sale. JP leads an organization of over 3,100 associates and has oversight for capital spending in excess of $6-8bn annually. Prior to his current role, JP was responsible for Business Development in Walmart’s International Division and looked after merger and acquisition activities and international real estate, and global format development efforts. Prior to that, JP was Senior Vice President and General Counsel for Walmart International. He joined the company in 2004 as Vice President and General Counsel for Sam’s Club. JP also serves as a board member on the University Of Pennsylvania Law School Board Of Overseers. His previous experience includes serving as the United States’ EPA Assistant Administrator for Enforcement and Compliance, acting as a federal and state prosecutor, and working as Chief Enforcement Officer over New Jersey’s gaming industry.
About Massmart Executive Directors
Guy Hayward (51)
BCom, CTA (UCT), CA(SA)
Chief Executive Officer and a member of the Risk and Social and Ethics Committees
Guy graduated from the University of Cape Town in 1986 and, after serving articles with Deloitte Haskins & Sells, qualified as a Chartered Accountant in 1989. During the 1990s he held financial roles at Malbak and CNA Gallo in South Africa and at Goldman Sachs in London. He joined Massmart as Group Financial Executive in 2000, was appointed Chief Financial Officer in 2001 and Chief Operating Officer in May 2012, before becoming Chief Executive Officer in June 2014. Guy is also chairman of the Hilton College Endowment Foundation.
Johannes van Lierop (49)
Hotel and Catering Management Degree, Bachelor of Business Economics, RA (Amsterdam)
Chief Financial Officer and a member of the Risk Committee
Johannes did his articles with EY and graduated from the University of Amsterdam in 1997 as a Registered Accountant (RA or CA equivalent). After three years at the Dutch Development Agency, working in Cotonou Benin he spent over a decade at Diageo in various capacities in Nigeria, Jamaica, the UK, Hungary, The Netherlands and again in Nigeria where he was CFO, IT procurement director and a member of the board at Guinness Nigeria up to 2011. Since then, Johannes has been working in Nairobi, Kenya for Bharti Airtel Africa, one of the largest mobile operations in the world. After three years as Africa CFO he took on the role of Africa Programme Director, driving business development and business integration for the Africa region. Johannes was appointed as Massmart’s Chief Financial Officer on 12 March 2015.
The Company Secretary (who is subject to a ‘fit and proper’ test) assists the Board in fulfilling its functions, is empowered by the Board to perform his duties and directly or indirectly:
- assists the Chairman, CEO and CFO with induction of new directors
- assists the Board with director orientation, development and education
- ensures that the Group complies with all legislation applicable/relevant to Massmart
- monitors the legal and regulatory environment and communicates new legislation and any changes to existing
- legislation relevant to the Board and the Divisions
- provides the Board with a central source of guidance and assistance
All directors retire by rotation every three years. Unless requested by the Board to serve a further term, retiring directors are not proposed for re-election by the shareholders. Shareholders must ratify the initial appointment of each director at the first annual general meeting of shareholders following that director’s appointment.
The Board meets four times a year and on an ad hoc basis should a particular issue demand its attention. In addition, the Board meets annually to formally consider and approve the strategies of the Massmart Divisions and Group.
The Board’s authority is devolved sequentially through the Massmart Executive Committee, the Divisional Boards and the Divisional Executive Committees, as formally prescribed by the Massmart Governance Authorities. In addition, the Board has delegated certain specific responsibilities to three Board Committees. These Committees assist the Board and directors in discharging their duties and responsibilities under King III and the Governance Authorities. Full transparency of the Committees’ deliberations is encouraged and the minutes of all Committee meetings are included in the formal Board papers at the ensuing Board meeting. All directors are welcome to attend any Board Committee or Divisional Board meetings.
The Massmart Governance Authorities describe the specific levels of authority and required approvals for all major decisions at both Group and Divisional level. It clarifies which executive position, Committee or Board needs to be consulted prior to taking the decision, which body makes the decision and which bodies should thereafter be informed of the decision. Where appropriate, it now includes the Walmart position on the decision.
The Board works to a formal agenda that covers strategy, structure, operating performance, growth initiatives, sustainability, investor relations, risk and governance, and any other key activities of the Group. An annual agenda structure ensures that other areas including IT and compliance are addressed. Formal Board papers are prepared for every discussion item on the meeting’s agenda and are distributed timeously to Board members.
Annually in September, the Remuneration and Nominations Committee facilitates a comprehensive formal performance evaluation of the CEO, comprising a self-evaluation, a questionnaire evaluating the CEO by every non-executive director, and an appraisal of the CEO by each of his direct reports using a different questionnaire. The Board Chairman provides the summary and feedback of the above to the CEO and he is encouraged to probe and debate any aspect of the evaluation with the Board.
At the same time, all Board members complete a detailed Board self-assessment, covering the composition, duties, responsibilities, process and effectiveness of the Board. Similarly, all Board Committee members complete detailed self-assessments covering the same aspects of their committees. The results of these assessments are collated by the Company Secretary and sent in summarised form to the respective Board and Committee Chairpersons for a formal written response. The summarised results together with the Chairpersons’ written responses are included in the Board papers at the November meeting.
Finally, all Board members formally assess the Chairman’s performance and the Deputy Chairman provides the feedback. These assessments are approached in a constructive manner and provide valuable input that enhances the effectiveness of the Chairman, the Board and its Committees.