Massmart believes that the first steps towards good corporate governance must include embracing the requirements of the relevant governance and regulatory frameworks, as well as corporate best practice. More than this, Massmart believes that sustainable and effective corporate governance is best demonstrated through a consistent pattern of doing the right thing regardless of the circumstances.

The primary South African corporate governance framework is the King Report on Governance for South Africa, 2009, and King Code of Governance Principles (King III), which forms the backbone to Massmart’s own corporate governance framework; in addition Massmart applies high ethical standards to its operating environment as reflected in the Group’s Code of Ethical Conduct.

Massmart believes that these guides to corporate decision making are essential for any governance framework to achieve desired outcomes consistent with our Company values. In addition to this corporate governance framework, the Group is committed to complying with all legislation, regulations and best practices relevant to our business, in every country where we conduct business.

For the year ended December 2014, apart from the exceptions outlined below, the Board confirms that the Group complied with the Code of Governance Principles as set out in King III.

  • + Principle 1.1 - 1.3
    Principle 1.1
    Applied
    The Board provides effective leadership base on ethical foundation
    Both these statements are correct:- The Board sets the values that the Company adheres to; and- These values are documented in the Company's code of conduct.
    Comment: These values, which the Board sets, are documented in Massmart's Code of Ethical Conduct
    Principle 1.1
    Applied
    The Board provides effective leadership base on ethical foundation
    The Board ensures that the Board's and Management's conduct align with the Company values.
    Comment: This is delegated to Massmart's Ethics Office who provide regular feedback to the Social and Ethics Committee.
    Principle 1.1
    Applied
    The Board provides effective leadership base on ethical foundation
    The Board promotes the stakeholder-inclusive approach of governance and takes account of the impact of the Company's operations on internal and external stakeholders.
    Principle 1.1
    Applied
    The Board provides effective leadership base on ethical foundation
    Deliberations, decisions and actions of the Board are based on fairness, accountability, responsibility and transparency.
    Principle 1.1
    Applied
    The Board provides effective leadership base on ethical foundation
    Directors, in performing their stewardship role, live the following five moral duties: conscience; care; competence; commitment; courage.
    Principle 1.2
    Applied
    The Board ensures that the Company is and is seen to be a responsible corporate citizen
    The Board satisfies itself that management has thoroughly examined and dealt with all risks affecting strategy and business plans.
    Comment: This is achieved through a review of the Divisional risk registers by the Risk Committee on behalf of the Board.
    Principle 1.2
    Applied
    The Board ensures that the Company is and is seen to be a responsible corporate citizen
    The Board gives adequate consideration to the impact of the Company's operations on society and the environment.
    Principle 1.2
    Applied
    The Board ensures that the Company is and is seen to be a responsible corporate citizen
    The Board pro-actively protects, enhances and invests in the well being of the economy, society and the environment.
    Comment: The Group has a comprehensive CSI programme, focussed on three accountability themes of: enabling sustainable supply and consumerism; minimising the Group's environmental footprint; and championing social equality issues.
    Principle 1.2
    Applied
    The Board ensures that the Company is and is seen to be a responsible corporate citizen
    The Board ensures that the Company's performance and its interaction with its stakeholders are guided by the Constitution and the Bill of Rights.
    Principle 1.2
    Applied
    The Board ensures that the Company is and is seen to be a responsible corporate citizen
    Evaluating and managing the risks of doing business in weak governance zones form an important part of the Company's risk management.
    Principle 1.2
    Applied
    The Board ensures that the Company is and is seen to be a responsible corporate citizen
    The Board ensures that there is sufficient collaboration with stakeholders to promote ethical conduct and good corporate citizenship.
    Principle 1.2
    Applied
    The Board ensures that the Company is and is seen to be a responsible corporate citizen
    The Board ensures that measurable corporate citizenship programmes and policies are developed and implemented.
    Principle 1.3
    Applied
    The Board ensures that the Company ethics are managed effectively
    The Board ensures that ethical risks and opportunities are assessed (i.e. identified and evaluated in terms of probability and impact) and that an ethics risk and opportunity profile is compiled.
    Comment: This is done internally and is also outsourced to the Ethics Institute of South Africa.
    Principle 1.3
    Applied
    The Board ensures that the Company ethics are managed effectively
    The Board ensures that the Company's ethics performance is monitored, reported internally and disclosed.
    Comment: From 1 July 2011 the Massmart Ethics Office adopted Walmart's ethics system, IntegriLink, to record all calls received. Calls are investigated by the Divisional Ethics Officers and, where necessary, by Massmart Internal Audit Services (MIAS). All calls are monitored by the Massmart Ethics Office, and significant calls by the Walmart Global Ethics Office. The Group Ethics Forum meets twice a year where the call statistics and trends are discussed. This is reported to the Board quarterly by Massmart's General Counsel and Chief Compliance Officer, and on an ad hoc basis as necessary.
    Principle 1.3
    Applied
    The Board ensures that the Company ethics are managed effectively
    The Board has ensured that: a code of conduct and ethics-related policies have been established and implemented; and the code and policies clearly set out ethical standards.
    Comment: The Massmart Code of Ethical Conduct can be viewed at www.massmart.co.za.
    Principle 1.3
    Applied
    The Board ensures that the Company ethics are managed effectively
    The Board ensures that compliance with the code of conduct is effectively integrated into the strategy and operations of the Company; i.e. the ethical organisational culture is reflected in the Company's vision and mission, strategies and operations, decisions and conduct, and how it treats its internal and external stakeholders.
  • + Principle 2.1 - 2.27
    Principle 2.1
    Applied
    The Board acts as the focal point for and custodian of corporate governance
    The Board has a charter that clearly sets out its role and duties.
    Comment: The Board Charter is reviewed and approved by the Board on an annual basis
    Principle 2.1
    Applied
    The Board acts as the focal point for and custodian of corporate governance
    The Board meets at least four times each year.
    Comment: The dates of these quarterly meetings are determined a year in advance and communicated to the Board members at the same time. The Board also meets on an ad hoc basis should a particular issue demand its attention.
    Principle 2.2
    Applied
    The Boards appreciates that the strategy, risk, performance and sustainability are inseparable
    The Board both informs and approves strategy.
    Comment: As per the Board Charter, the Board assumes responsibility for annually approving and reviewing the Group's competitive strategy. The Board of Massmart is responsible for directing the Group towards the achievement of the Massmart vision and mission. The Board is therefore accountable for the development and execution of the Group's strategy.
    Principle 2.2
    Applied
    The Boards appreciates that the strategy, risk, performance and sustainability are inseparable
    The Board takes adequate steps to ensure that long-term planning results in sustainable outcomes that take into account people, planet and profit.
    Comment: The Board conducts strategy sessions on an annual basis and in terms of the Board Charter, annually approves and reviews the Group's competitive strategy and sustainability and adopts business plans and budgets for the achievement thereof.
    Principle 2.2
    Applied
    The Boards appreciates that the strategy, risk, performance and sustainability are inseparable
    The Board ensures that the strategy is aligned with all of the following: the purpose of the Company; the value drivers of its business; and the legitimate interests and expectations of its stakeholders.
    Comment: The Board of Massmart is responsible for directing the Group towards the achievement of the Massmart vision and mission.
    Principle 2.2
    Applied
    The Boards appreciates that the strategy, risk, performance and sustainability are inseparable
    Strategy implementation meets both of the following conditions: Strategy is translated into key performance and risk areas that include finance, ethics, compliance and sustainability; and The associated performance and risk measures are adequately identified and clear.
    Principle 2.2
    Applied
    The Boards appreciates that the strategy, risk, performance and sustainability are inseparable
    The Board views sustainability as a business opportunity; i.e. long-term sustainability is considered when strategy is formulated and it guides strategy-setting.
    Principle 2.3
    Applied
    The Board should provide effective leadership based on an ethical foundation.
    Comment: Refer to principle 1.1 for more detail.
    Principle 2.4
    Applied
    The Board should ensure that the Company is and is seen to be a responsible corporate citizen.
    Comment: Refer to principle 1.2 for more detail.
    Principle 2.5
    Applied
    The Board should ensure that the Company ethics are managed effectively.
    Comment: Refer to principle 1.3 for more detail.
    Principle 2.6
    Applied
    The Board should ensure that the Company has an effective and independent Audit Committee.
    Comment: Refer to principle 3.1 for more detail.
    Principle 2.7
    Applied
    The Board should be responsible for the governance of risk.
    Comment: Refer to principle 4.1 for more detail.
    Principle 2.8
    Applied
    The Board should be responsible of information technology (IT) governance.
    Comment: Refer to principle 5.1 for more detail.
    Principle 2.9
    Applied
    The Board should ensure that the company complies with applicable laws and considers adherence to non binding rules, codes and standards.
    Comment: Refer to principle 6.1 for more detail.
    Principle 2.10
    Applied
    The Board should ensure that there is an effective risk based internal audit.
    Comment: Refer to principle 7.1 for more detail.
    Principle 2.11
    Applied
    The Board should appreciate that stakeholders' perceptions affect a company's reputation.
    Comment: Refer to principle 8.1 for more detail.
    Principle 2.12
    Applied
    The Board should ensure the integrity of the company's integrated report.
    Comment: Refer to principle 9.1 for more detail.
    Principle 2.13
    Applied
    The Board should report on the effectiveness of the Company's system of internal controls.
    Comment: Refer to principles 7.1-7.5 and principles 9.1-9.3 for more detail.
    Principle 2.14
    Applied
    The Board and its Directors should act in the best interests of the Company.
    Comment: The Board and its Directors always act in the best interests of the Company.
    Principle 2.14
    Applied
    The Board and its Directors should act in the best interests of the Company.
    The Board has unrestricted access to all Company information, records, documents and property if it follows the Board approved process.
    Comment: The Board also has access to this information through the Executive Directors, who also sit on the Group Divisional Boards.
    Principle 2.14
    Applied
    The Board and its Directors should act in the best interests of the Company.
    Both these statements are true: Directors are permitted to take independent advice related to their duties; and The Company will pay for such advice if the Board approved procedure has been followed.
    Comment: Directors are encouraged to take independent advice, at the Company's cost, for the proper execution of their duties and responsibilities.
    Principle 2.14
    Applied
    The Board and its Directors should act in the best interests of the Company.
    Real or perceived conflicts of interest are both: disclosed to the Board; and when disclosed, managed appropriately.
    Comment: Conflicts of interest are disclosed at every Board meeting and on an ad hoc basis as necessary.
    Principle 2.14
    Applied
    The Board and its Directors should act in the best interests of the Company.
    The Company has a policy on dealing in securities by Directors, officers and selected employees.
    Comment: This policy is set out in the Board Charter and in the Share Offers made to participating employees.
    Principle 2.15
    Applied
    The Board will/has consider/ed business rescue proceedings or other turnaround mechanisms as soon as the Company has been/may be financially distressed as defined in the Company's Act, 71 of 2008
    The Board continually monitors whether the Company is financially distressed for the purposes of considering business rescue proceedings; i.e. whether it appears reasonably: unlikely that the Company can pay its debts when due within the next six months; or likely that the Company will become insolvent within the next six months.
    Principle 2.16
    Applied
    The Board has elected a Chairman of the Board who is an independent non executive Director. The CEO of the Company does not also fulfil the role of Chairman of the Board.
    The Company discloses whether the Chairman is an independent non-executive Director, and if not, the reason for this.
    Principle 2.16
    Applied
    The Board has elected a Chairman of the Board who is an independent non executive Director. The CEO of the Company does not also fulfil the role of Chairman of the Board.
    The Chairman of the Board is not the Chairman of the Remuneration Committee.
    Principle 2.16
    Applied
    The Board has elected a Chairman of the Board who is an independent non executive Director. The CEO of the Company does not also fulfil the role of Chairman of the Board.
    The Nominations Committee oversees a formal succession plan for the Board, CEO and certain senior executive appointments.
    Principle 2.16
    Applied
    The Board has elected a Chairman of the Board who is an independent non executive Director. The CEO of the Company does not also fulfil the role of Chairman of the Board.
    The Chairman is an independent non-executive Director or in the alternative, a lead independent Director has been appointed.
    Comment: Kuseni Dlamini was appointed non-executive Chairman in April 2014 and is an independent Director. In addition, to ensure good governance, and as recommended by King III, the chairmanship of four of the five Board Committees is held by independent Directors other than then Chairman.
    Principle 2.16
    Applied
    The Board has elected a Chairman of the Board who is an independent non executive Director. The CEO of the Company does not also fulfil the role of Chairman of the Board.
    The Chairman has not been the CEO of the Company in the last three years.
    Principle 2.16
    Applied
    The Board has elected a Chairman of the Board who is an independent non executive Director. The CEO of the Company does not also fulfil the role of Chairman of the Board.
    The Chairman is appointed by the Board every year.
    Comment: The Chairman is verbally appointed by the Board on an annual basis.
    Principle 2.16
    Applied
    The Board has elected a Chairman of the Board who is an independent non executive Director. The CEO of the Company does not also fulfil the role of Chairman of the Board.
    The Chairman's ability to add value, and his performance against what is expected of this role and function, is assessed every year.
    Principle 2.16
    Applied
    The Board has elected a Chairman of the Board who is an independent non executive Director. The CEO of the Company does not also fulfil the role of Chairman of the Board.
    A clear, written role description exists for the Chairman.
    Comment: The role of the Chairman is set-out in his contract with the Company.
    Principle 2.16
    Applied
    The Board has elected a Chairman of the Board who is an independent non executive Director. The CEO of the Company does not also fulfil the role of Chairman of the Board.
    There is succession planning in place for the Chairman.
    Comment: The Board, assisted by the Nomination Committee, ensures that adequate succession planning is in place for the Chairman.
    Principle 2.17
    Applied
    The Board has appointed the Chief Executive Officer and has established a framework for the delegation of authority
    The Board appoints the CEO.
    Principle 2.17
    Applied
    The Board has appointed the Chief Executive Officer and has established a framework for the delegation of authority
    The Board contributes to decisions about senior executive appointments.
    Principle 2.17
    Applied
    The Board has appointed the Chief Executive Officer and has established a framework for the delegation of authority
    The Board defines its own level of materiality and approves a framework for the delegation of authority.
    Principle 2.17
    Applied
    The Board has appointed the Chief Executive Officer and has established a framework for the delegation of authority
    The role and function of the CEO are clearly formulated in writing.
    Principle 2.17
    Applied
    The Board has appointed the Chief Executive Officer and has established a framework for the delegation of authority
    The CEO is not a member of the Remuneration Committee.
    Comment: The members are Chris Seabrooke, Kuseni Dlamini and Shelley Broader.
    Principle 2.17
    Applied
    The Board has appointed the Chief Executive Officer and has established a framework for the delegation of authority
    The CEO is not a member of the Audit and Risk Committee.
    Comment: The members are Chris Seabrooke, Lulu Gwagwa and Phumzile Langeni.
    Principle 2.17
    Applied
    The Board has appointed the Chief Executive Officer and has established a framework for the delegation of authority
    The CEO is not a member of the Nomination Committee.
    Comment: The members are Kuseni Dlamini, Chris Seabrooke and Shelley Broader.
    Principle 2.17
    Applied
    The Board has appointed the Chief Executive Officer and has established a framework for the delegation of authority
    There is a formal succession plan in place for the CEO and other senior executives.
    Principle 2.17
    Applied
    The Board has appointed the Chief Executive Officer and has established a framework for the delegation of authority
    There is an appropriate benchmark; i.e. agreed performance measures, in place to evaluate the performance of the CEO.
    Comment: These performance measures are included in the CEO's contract of employment.
    Principle 2.18
    Applied
    The Board comprises a balance of power, with a majority of non executive Directors. The majority of non executive Directors are independent.
    The Board comprises a majority of non-executive Directors.
    Comment: Seven of the nine Directors are non-executive, namely Kuseni Dlamini, Chris Seabrooke, Shelley Broaded, Andy Clarke, Lulu Gwagwa, Phumzile Langeni and JP Suarez.
    Principle 2.18
    Applied
    The Board comprises a balance of power, with a majority of non executive Directors. The majority of non executive Directors are independent.
    A majority of the non-executive Directors on the Board are independent.
    Comment: Four of the seven executive Directors on the Board are independent.
    Principle 2.18
    Applied
    The Board comprises a balance of power, with a majority of non executive Directors. The majority of non executive Directors are independent.
    There is a policy addressing division of responsibilities at Board level to ensure a balance of power and authority, such that that no one individual has unfettered powers of decision-making.
    Comment: The Board has a charter setting out its policies, roles and responsibilities in the execution of its mandate which includes division of responsibilities.
    Principle 2.18
    Applied
    The Board comprises a balance of power, with a majority of non executive Directors. The majority of non executive Directors are independent.
    The Board has a minimum of two executive Directors, consisting of the CEO and the Director responsible for finance.
    Comment: The Board consists of two executive Directors: the CEO and the CFO.
    Principle 2.18
    Applied
    The Board comprises a balance of power, with a majority of non executive Directors. The majority of non executive Directors are independent.
    When determining the number of Directors to serve on the Board, the Company considers the knowledge, skills and resources that are necessitated by the size and nature of its business.
    Comment: The Nomination Committee Charter makes recommendations on the composition of the Board with respect to specialist or industry-specific skills required by the Group.
    Principle 2.18
    Applied
    The Board comprises a balance of power, with a majority of non executive Directors. The majority of non executive Directors are independent.
    The Board has considered whether its size, diversity and demographics make it effective.
    Comment: The annual Board Self-Assessment considers whether the Board is the right size to fulfil its duties and comprises an appropriate mix of skills, knowledge and background.
    Principle 2.18
    Applied
    The Board comprises a balance of power, with a majority of non executive Directors. The majority of non executive Directors are independent.
    At least one third of non-executive Directors rotates every year.
    Comment: In addition, the Executive Directors also retire by rotation, on the same basis.
    Principle 2.18
    Applied
    The Board comprises a balance of power, with a majority of non executive Directors. The majority of non executive Directors are independent.
    Independent non-executive Directors serving for longer than nine years are subjected to a rigorous review of their independence and performance by the Board.
    Comment: Non-executive Directors self-assess their independence on an annual basis and those serving for longer than nine years are subjected to a rigorous review.
    Principle 2.18
    Applied
    The Board comprises a balance of power, with a majority of non executive Directors. The majority of non executive Directors are independent.
    The Board, through the Nomination Committee, recommends whether retiring non-executive Directors should be eligible for re-election based on past performance, contribution and the objectivity of business decisions.
    Comment: In terms of the Remuneration Committee Charter, the Committee assists the Board with recommending Directors who are retiring by rotation, for re-election.
    Principle 2.18
    Applied
    The Board comprises a balance of power, with a majority of non executive Directors. The majority of non executive Directors are independent.
    Non-executive Directors that are classified as 'independent' by the Company are subjected to an annual evaluation of their independence by the Chairman and the Board.
    Comment: Non-executive Directors, who are considered independent also self-assess their independence on an annual basis.
    Principle 2.18
    Applied
    The Board comprises a balance of power, with a majority of non executive Directors. The majority of non executive Directors are independent.
    The Nominations Committee makes recommendations for appointment as Director based on all of the following: knowledge and experience gap on the Board; integrity of the candidate; and skills and capacity of the candidate.
    Principle 2.18
    Applied
    The Board comprises a balance of power, with a majority of non executive Directors. The majority of non executive Directors are independent.
    The classification of Directors as independent or otherwise in the integrated report is disclosed on the basis of a yearly assessment of the independence of the non-executive Directors.
    Principle 2.18
    Applied
    The Board comprises a balance of power, with a majority of non executive Directors. The majority of non executive Directors are independent.
    There is reporting on the procedure and outcome of the assessment of the suitability of non-executive independent Directors to continue serving on the Board for longer than nine years.
    Comment: The Board considers whether the Director is independent, and the rigorous assessment given in terms of the Directors who have been appointed for longer than nine years is documented in the Board minutes.
    Principle 2.19
    Applied
    Directors are appointed through a formal process
    The integrated report gives details of both Directors' appointment procedures, and the composition of the Board.
    Comment: This is disclosed under the "Nominations Committee responsibilities" in the "Transparency and Accountability" section.
    Principle 2.19
    Applied
    Directors are appointed through a formal process
    The integrated report classifies Directors as executive, non-executive or independent and provides information about individual Directors that shareholders may need to make their own assessments in regard to all of the following: independence; education, qualification and experience; length of service and age; significant other Directorships; political connections; and other relevant information.
    Comment: Abridged Directors' CV's can all be found in the "Our Leadership" section of Massmart's Integrated Annual Report, and in more detail on the Company's website at www.massmart.co.za/iar2014/cvs.
    Principle 2.19
    Applied
    Directors are appointed through a formal process
    Reasons for the removal, resignation or retirement of Directors are provided in the integrated report.
    Principle 2.19
    Applied
    Directors are appointed through a formal process
    The Company discloses: the number of meetings held each year by the Board and each Board committee; and which meetings each Director attended (as applicable).
    Comment: The Board and Committee Attendance table can be found in the "Transparency and Accountability" section of Massmart's Integrated Annual Report.
    Principle 2.19
    Applied
    Directors are appointed through a formal process
    The Nominations Committee identifies and participates in selecting Board members.
    Principle 2.19
    Applied
    Directors are appointed through a formal process
    The Nominations Committee ensures that new Directors have not been declared delinquent or are not serving probation in terms of section 162 of the Companies Act, 2008.
    Principle 2.19
    Applied
    Directors are appointed through a formal process
    Procedures for appointments to the Board are all of the following: formally set out in a policy; transparent; and a matter for the Board as a whole (although the Board may be assisted by the Nomination Committee).
    Comment: In terms of the Board Charter "Directors are appointed through a formal process and the Nomination Committee will assist with the process of identifying suitable candidates to be proposed to the Board and shareholders". The Nomination Committee Charter sets out the functions of the Committee in identifying and nominating candidates.
    Principle 2.19
    Applied
    Directors are appointed through a formal process
    Both these statements are true: Before candidates are nominated for Board appointments, there are procedures in place to investigate the candidates' backgrounds; and These procedures are in line with the JSE's requirements for listed companies.
    Comment: This is done as part of the formal process described above.
    Principle 2.19
    Applied
    Directors are appointed through a formal process
    Non-executive Directors agree all of the following in their letters of appointment: the Directors' code of conduct; the contribution that is expected from each Director; the remuneration for holding office as Director; and the terms of Directors' and officers' liability insurance. A brief CV of each Director standing for election or re-election at the annual general meeting (AGM) accompanies the notice of the AGM.
    Comment: The notice of AGM forms part of the Integrated Report, which is distributed to shareholders in a single document, including biographical details of all Directors. These details are cross-referenced in the notice of the AGM.
    Principle 2.20
    Applied
    The induction of and ongoing training, as well as the development of Directors are conducted through a formal process
    The Board ensures that inexperienced Directors are developed through mentorship programmes.
    Principle 2.20
    Applied
    The induction of and ongoing training, as well as the development of Directors are conducted through a formal process
    The Board ensures that continuing professional development programmes are implemented.
    Comment: In terms of the Remuneration Committee Charter the Committee assists the Board with on-going training and development of Directors.
    Principle 2.20
    Applied
    The induction of and ongoing training, as well as the development of Directors are conducted through a formal process
    The Board ensures that Directors receive regular and adequate briefings on changes in risks, laws and the business environment.
    Comment: Information pertaining to risks, laws and the business environment is included in the Board papers distributed to the Directors before each meeting, and on an ad hoc basis as required.
    Principle 2.20
    Applied
    The induction of and ongoing training, as well as the development of Directors are conducted through a formal process
    The development of an induction programme for new Directors meets both the following requirements: It is tailored to the needs of both the Company and the new Director; and It enables new Directors to contribute effectively as quickly as possible.
    Comment: The Board Charter provides that, "the Board will ensure that a comprehensive induction programme is available for all new Directors and this will be implemented under the responsibility of the Company Secretary". Details of this induction programme do not appear to be documented.
    Principle 2.21
    Applied
    The Board is assisted by a competent, suitably qualified and experienced Company secretary.
    The Company secretary is empowered by the Board to effectively perform his or her duties.
    Principle 2.21
    Applied
    The Board is assisted by a competent, suitably qualified and experienced Company secretary.
    The Board is entitled to both appoint and remove the Company secretary.
    Principle 2.21
    Applied
    The Board is assisted by a competent, suitably qualified and experienced Company secretary.
    The Company complies with the provisions of the Companies Act, 2008 in relation to the appointment and removal, and the duties allocated to the Company secretary.
    Principle 2.21
    Applied
    The Board is assisted by a competent, suitably qualified and experienced Company secretary.
    The role and function of the Company secretary are clearly formulated in writing.
    Principle 2.21
    Applied
    The Board is assisted by a competent, suitably qualified and experienced Company secretary.
    The Nominations Committee establishes procedures for appointments to the Board and ensures that these are properly carried out.
    Principle 2.22
    Applied
    The evaluation of the Board, its committees and individual Directors is performed every year.
    In so far as the role, function and duties of the Board, the Board committees and individual Directors are concerned, there are performance criteria in place that serve as a benchmark for performance appraisals.
    Comment: The Board Charter clearly sets out the roles and responsibilities of the Board, against which individual Directors' performances are assessed.
    Principle 2.22
    Applied
    The evaluation of the Board, its committees and individual Directors is performed every year.
    Assessment of the performance of the CEO and other executive Directors as employees takes place every year and the results of this assessment affect remuneration.
    Comment: The Remuneration Committee Charter provides that the Committee shall assist the Board with the annual evaluation of senior executives' salary packages against the extent to which executives have met their performance targets, goals and objectives.
    Principle 2.22
    Applied
    The evaluation of the Board, its committees and individual Directors is performed every year.
    Yearly evaluations of the Board's, Board committees' and individual Directors' performance are performed.
    Principle 2.22
    Applied
    The evaluation of the Board, its committees and individual Directors is performed every year.
    The results of performance evaluations are constructively used to identify training and development needs for Directors.
    Comment: The results of the annual evaluations are reviewed by the Chairman and CEO, and are presented to the Board.
    Principle 2.22
    Applied
    The evaluation of the Board, its committees and individual Directors is performed every year.
    The nomination for re-appointment of a Director only occurs after an evaluation of the performance of the Director.
    Principle 2.22
    Applied
    The evaluation of the Board, its committees and individual Directors is performed every year.
    The Nominations Committee oversees the process and reviews the results of the evaluation of the performance and independence of individual Directors, the Board and Board Committees.
    Principle 2.22
    Applied
    The evaluation of the Board, its committees and individual Directors is performed every year.
    The Nominations Committee comprises the Board Chairman and non-executive Directors.
    Comment: The members are: Kuseni Dlamini (independent non-executive), Chris Seabrooke (independent non-executive) and Shelley Broader (non-executive).
    Principle 2.22
    Applied
    The evaluation of the Board, its committees and individual Directors is performed every year.
    To determine the remuneration of the CEO and other executive Directors, the Remuneration Committee considers the results of the evaluation of their performance, both as a Directors and as executives.
    Principle 2.22
    Applied
    The evaluation of the Board, its committees and individual Directors is performed every year.
    The integrated report discloses all of the following: an overview of the appraisal process of the Board, Board committees, individual Directors; the results of this appraisal process; and action plans emanating from results of the appraisal.
    Comment: An overview of the appraisal process of the Board, Board committees, individual Directors is included and the results of this appraisal process and action plans emanating from results of the appraisal are managed by the Nomination Committee.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    Both of the following are disclosed in the integrated report regarding each Board Committee: composition; and role and mandate.
    Comment: This can be found in the Corporate Governance section of Massmart's Integrated Annual Report.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The names and details of all external advisers who regularly attend or are invited to attend committee meetings are disclosed.
    Comment: This can be found in the Corporate Governance section of Massmart's Integrated Annual Report.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Audit Committee terms of reference deal adequately with all of the following: composition; objectives, purpose and activities; delegated authorities including the extent of power to make decisions; tenure; and reporting mechanism to the Board.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Audit Committee is entitled to obtain independent professional advice on any issue within its scope and the Company will pay for such advice if the Board approved procedure has been followed.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Risk Committee's terms of reference have been approved by the Board and are reviewed every year.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Risk Committee is chaired by a non-executive Director.
    Comment: The Chairman of the Risk Committee is Chris Seabrooke.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Risk Committee's terms of reference deal adequately with all of the following: composition; objectives, purpose and activities; delegated authorities including the extent of power to make decisions; tenure; and reporting mechanism to the Board.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Risk Committee is entitled to obtain independent professional advice on any issue within its scope and the Company will pay for such advice if the Board approved procedure has been followed.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    There is a Board Remuneration Committee.
    Comment: The members are: Kuseni Dlamini (independent non-executive), Chris Seabrooke (independent non-executive) and Shelley Broader (non-executive).
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Remuneration Committee terms of reference deal adequately with all of the following: composition; objectives, purpose and activities; delegated authorities including the extent of power to make decisions; tenure; and reporting mechanism to the Board.The Remuneration Committee meets at least twice per year.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Remuneration Committee is entitled to obtain independent professional advice on any issue within its scope and the Company will pay for such advice if the Board approved procedure has been followed.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Nominations Committee's terms of reference have been approved by the Board and are reviewed every year.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    There is a Nomination Committee consisting of Board members.
    Comment: The members are: Kuseni Dlamini, Chris Seabrooke and Shelley Broader.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Nominations Committee terms of reference deal adequately with all of the following: composition; objectives, purpose and activities; delegated authorities including the extent of power to make decisions; tenure; and reporting mechanism to the Board.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Nomination Committee is entitled to obtain independent professional advice on any issue within its scope and the Company will pay for such advice if the Board approved procedure has been followed.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    Is the Company required, in terms of section 72 of the Companies Act, to have a Social and Ethics Committee?
    Comment: Yes
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Company has a Social and Ethics Committee
    Comment: The members are: Phumzile Langeni, Guy Hayward and JP Suarez.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Social and Ethics Committee comprises of not less than three Directors or prescribed officers of the Company, at least one of whom is a non-executive Director?
    Comment: The members are: Phumzile Langeni (independent non-executive), Guy Hayward (executive) and JP Suarez (non-executive).
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Social and Ethics Committee has monitored the Company's activities relating to corruption, including: the OECD recommendations regarding corruption and the reduction of corruption.
    Comment: This is documented in the Social and Ethics Committee Report and in the Corporate Governance section of Massmart's Integrated Annual Report.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Social and Ethics Committee has monitored the Company's activities relating to corporate citizenship, including: the Company's standing in terms of the goals and purposes of the 10 principles set out in the UN Global Compact Principles, contribution to development of communities in which its activities are conducted or in which is products/services are marketed, and record of sponsorship, donations and charitable giving.
    Comment: This is documented in the Social and Ethics Committee Report and in the Corporate Governance section of Massmart's Integrated Annual Report.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Social and Ethics Committee has monitored the Company's activities relating to the environment, health and public safety, including the impact of the Company's activities and of its products or services.
    Comment: This is documented in the Social and Ethics Committee Report and in the Corporate Governance section of Massmart's Integrated Annual Report.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Social and Ethics Committee has monitored the Company's activities relating to consumer relationships, including the Company's advertising, public relations and compliance with consumer protection laws.
    Comment: This is documented in the Social and Ethics Committee Report and in the Corporate Governance section of Massmart's Integrated Annual Report.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Social and Ethics Committee has monitored the Company's activities relating to labour and employment including: The Employment Equity Act and the BBBEE Act Promotion of equality and prevention of unfair discrimination, the Company's standing in terms of the International Labour Organization Protocol on decent work and working conditions, the Company's employment relationships, the Company's contribution toward the educational development of its employees.
    Comment: This is documented in the Social and Ethics Committee Report and in the Corporate Governance section of Massmart's Integrated Annual Report.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Social and Ethics Committee has drawn matters within its mandate to the attention of the Board as occasion required.
    Comment: This is documented in the Social and Ethics Committee Report and in the Corporate Governance section of Massmart's Integrated Annual Report.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Social and Ethics Committee has reported, through one of its members, to the shareholders of the Company at the Company's annual general meeting, on matters within its mandate.
    Comment: This is documented in the Social and Ethics Committee Report and in the Corporate Governance section of Massmart's Integrated Annual Report.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The majority of members of the Nominations Committee consists of non-executive Directors and a majority of the non-executive Directors is independent.
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    The Remuneration Committee is chaired by an independent Director.
    Comment: The Chairperson is Chris Seabrooke (independent non-executive).
    Principle 2.23
    Applied
    The Board delegates certain functions to well-structured committees without abdicating from its own responsibilities.
    All members of the Remuneration Committee are non-executive Directors and a majority of the members is independent.
    Comment: The members are: Kuseni Dlamini (independent non-executive), Chris Seabrooke (independent non-executive) and Shelley Broader (non-executive).
    Principle 2.24
    Not Applicable
    A governance framework has been agreed upon between the group and its subsidiary Boards
    The integrated report provides details of the implementation and adoption of the holding Company's governance policies, processes or procedures.
    Comment: Not applicable
    Principle 2.24
    Applied
    A governance framework has been agreed upon between the group and its subsidiary Boards
    There is a governance framework between the Group and its subsidiary Boards.
    Comment: The divisional Boards report directly to the CEO.
    Principle 2.24
    Applied
    A governance framework has been agreed upon between the group and its subsidiary Boards
    Implementation and adoption of the holding Company's governance policies, processes or procedures are considered and approved.
    Principle 2.24
    Applied
    A governance framework has been agreed upon between the group and its subsidiary Boards
    The holding Company Board consults with the Chairman of the subsidiary Board and nomination committee prior to nominating a shareholder representative Director.
    Comment: Massmart Holdings' Executives are represented on each of the Divisional Boards as non-executive Directors.
    Principle 2.24
    Applied
    A governance framework has been agreed upon between the group and its subsidiary Boards
    The holding Company that appoints a Director to represent its shareholder interests on the Board of the subsidiary Company, respects the fiduciary duty of that Director to the subsidiary Company.
    Principle 2.24
    Applied
    A governance framework has been agreed upon between the group and its subsidiary Boards
    Insider trading is dealt with in terms of relevant stock exchange rules.
    Principle 2.24
    Applied
    A governance framework has been agreed upon between the group and its subsidiary Boards
    There are formal policies and practices in place to ensure equal treatment of shareholders within the group.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    The remuneration report discloses performance measures for vesting of share options and the reasons for choosing those performance measures.
    Comment: The report discloses performance measures for vesting of share options and the reasons for choosing those performance measures.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    The remuneration report includes details of the main performance parameters or targets for threshold, expected and beyond expectation performance of executive Directors and other senior executives.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    Remuneration policies and practices are in place that adequately address all of the following: base pay and bonuses; termination of employee contracts; severance and retirement benefits; and share-based and other long-term incentive schemes.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    Participation in the Company's share-based and long-term incentive schemes is subject to both of these conditions: It is limited to employees and executive Directors; and It provides appropriate limits for individual participation.
    Comment: Non-executive Directors are not entitled tp participate in the Company's incentive scheme, Maximum participation in the share-based incentive scheme is four million shares.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    Remuneration policies and practices are both: aligned with Company strategy; and linked to individual performance.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    High leveraging of share-based incentive schemes through extensive financing thereof is avoided.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    Incentives are based on targets that are both: related to both finances and sustainability; and stretching, verifiable and relevant.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    The awards of share-based incentives and options are granted regularly and consistently, generally once a year.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    Awards of share-based incentives and options are not allowed in closed periods.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    More than one performance measure is used for the award of incentives to avoid manipulation of results or poor business decisions.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    Backdating of awards of share-based incentives and options is not allowed.
    Comment: This is specifically prohibited in the share incentive documents.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    Remuneration levels reflect the contribution to Company performance by senior executives.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    Incentives for long-term and short-term goals meet both of the following conditions:- Incentives are different for long-term and short-term goals; and- There is a balance between rewarding short-term and long-term goals.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    Awards of shares and share options, in expectation of service over a performance measurement period, have a vesting period, or are exercisable, within three to seven years from date of grant.
    Comment: Prior to 2013, qualifying Massmart employees were eligible to receive a share option allocation, which was subject to a Group performance target set at CPI plus 5% growth in Headline Earnings per Share (HEPS). Performance hurdles had to be met in order for employees to receive an allocation. Options vest in equal amounts over four years commencing on the second anniversary of the grant date. Options expire five years after the last vesting date, at which time any unexercised options are returned to the Scheme. The Massmart Share Incentive Plan (SIP) is a long-term equity incentive plan that ensures alignment of reward with shareholders’ interests, in particular the sustained creation of shareholder value. Full-value shares rights are awarded bi-annually to qualifying permanently employed individuals. Initial qualification is based on a minimum earning criteria as well as motivation by the Executive Committees of each of the Divisions. Final approval for participation is provided by the Remuneration Committee. Restricted share grants are specifically utilised for retention purposes and vest on a time basis, being one third each at the end of years 3, 4 and 5.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    The value of awards of share options and incentives is not significant compared to base pay.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    Employment contracts do not commit the Company to pay on termination if the termination arises from an executive's failure.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    There is no automatic entitlement to bonus or share-based payments on early termination of employment.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    There is not automatic vesting of share-based and other long-term incentives (although pro rating the benefit based on time and performance or creating new instruments to preserve value may be considered) in the event of the following: change of control of the Company; roll-over for capital reconstruction; early termination of employment; and dismissal for good cause.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    There is no provision in employment contracts for severance payments as result of change in control of the Company.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    The Company has established share-based and/or long-term incentive schemes.
    Principle 2.25
    Not Applied
    The Company remunerates its Directors and executives fairly.
    Non-executive Directors' fees comprise both a base fee and an attendance fee per meeting.
    Comment: The Board does not believe that Directors should earn attendance fees in addition to a base fee. Many Directors add significant value to the Group outside of the formal Board and Committee meetings, sometimes greater value than they might do within the confines of a formal meeting.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    Shareholders approve non-executive Directors' fees in advance by special resolution.
    Comment: Refer to Special Resolution Number 2 in the Notice of AGM.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    The Remuneration Committee ensures that the mix of fixed and variable pay (in cash, shares and other elements) meets the Company's needs and strategic objectives.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    The Remuneration Committee assists the Board in setting and administering remuneration policies for all levels in the Company, but focuses on the remuneration of executive Directors and other senior executives, and non-executive Directors.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    The Remuneration Committee advises on the remuneration of non-executive Directors.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    The Remuneration Committee considers the appropriateness of early vesting of share-based incentive schemes at the end of employment.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    The Remuneration Committee regularly reviews incentive schemes to ensure their continued contribution to shareholder value.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    The remuneration committee ensures that remuneration levels reflect the contribution of senior executives and executive Directors to Company performance.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    The Remuneration Committee selects an appropriate comparative group when determining remuneration levels.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    The Remuneration Committee ensures that all benefits, including retirement benefits and other financial arrangements, are both justified and correctly valued.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    The Remuneration Committee satisfies itself on the accuracy of recorded performance measures that govern vesting of incentives.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    The Remuneration Committee's terms of reference have been approved by the Board and are reviewed every year.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    Incentive schemes to encourage retention are established separately, or are clearly distinguished, from those to reward performance and details thereof are disclosed in the remuneration report.
    Principle 2.25
    Applied
    The Company remunerates its Directors and executives fairly.
    The remuneration report includes details of limits for participation in incentive schemes.
    Comment: Limits are included in the incentive scheme documents: max four million per participant.
    Principle 2.26
    Applied
    The Company has disclosed the remuneration of each individual Director and prescribed officer.
    The remuneration report includes details about the use of comparative benchmarks for setting remuneration levels.
    Principle 2.26
    Applied
    The Company has disclosed the remuneration of each individual Director and prescribed officer.
    The remuneration report includes details of material payments that are ex gratia in nature.
    Principle 2.26
    Applied
    The Company has disclosed the remuneration of each individual Director and prescribed officer.
    The remuneration report includes justification of a policy to pay salaries on average above the median of the benchmark used for setting the remuneration levels.
    Principle 2.26
    Applied
    The Company has disclosed the remuneration of each individual Director and prescribed officer.
    The remuneration report includes the term of executive service contracts as well as the notice period for termination.
    Principle 2.26
    Not Applicable
    The Company has disclosed the remuneration of each individual Director and prescribed officer.
    The remuneration report discloses both the nature and period of restraint provided for in executive service contracts.
    Principle 2.26
    Applied
    The Company has disclosed the remuneration of each individual Director and prescribed officer.
    A remuneration report is included in the integrated report.
    Principle 2.26
    Applied
    The Company has disclosed the remuneration of each individual Director and prescribed officer.
    The remuneration report discloses the maximum and the expected potential dilution due to incentive awards.
    Comment: Refer to the Group's Income Statement and Note 12 to the Group AFS.
    Principle 2.26
    Applied
    The Company has disclosed the remuneration of each individual Director and prescribed officer.
    The remuneration report discloses the non-executive Directors' fees, including fees for serving on a Board committee.
    Principle 2.26
    Applied
    The Company has disclosed the remuneration of each individual Director and prescribed officer.
    The remuneration report includes an overview of the policy on base pay.
    Principle 2.26
    Applied
    The Company has disclosed the remuneration of each individual Director and prescribed officer.
    The remuneration report includes details of all benefits paid and awarded to individual Directors.
    Principle 2.27
    Applied
    The shareholders have approved the Company's remuneration policy.
    Shareholders pass a non-binding advisory vote on the Company's remuneration policy every year.
    Comment: The rationale and basis for the Group’s executive remuneration policy is carefully considered by the Remuneration Committee and is documented in the integrated annual report.
  • + Principle 3.1 - 3.10
    Principle 3.1
    Applied
    The Board has ensured that the Company has an effective and independent audit committee
    The Audit Committee's terms of reference have been approved by the Board and are reviewed every year.
    Principle 3.1
    Applied
    The Board has ensured that the Company has an effective and independent audit committee
    The Nominations Committee presents shareholders with suitable candidates for election as Audit Committee members.
    Principle 3.1
    Applied
    The Board has ensured that the Company has an effective and independent audit committee
    The Company has an Audit Committee.
    Comment: The members are Chris Seabrooke, Lulu Gwagwa and Phumzile Langeni.
    Principle 3.1
    Applied
    The Board has ensured that the Company has an effective and independent audit committee
    The Audit Committee meets at least twice a year.
    Principle 3.1
    Applied
    The Board has ensured that the Company has an effective and independent audit committee
    At least once a year, the Audit Committee meets with the external and internal auditors without management being present.
    Principle 3.2
    Applied
    Audit committee members are suitably skilled and experienced independent non-executive Directors
    The Nominations Committee evaluates whether Audit Committee members collectively have the required level of qualifications and experience.
    Principle 3.2
    Applied
    Audit committee members are suitably skilled and experienced independent non-executive Directors
    The shareholders elect the Audit Committee members at the AGM.
    Comment: Refer to the Ordinary Resolution number 8 of the Notice of AGM.
    Principle 3.2
    Applied
    Audit committee members are suitably skilled and experienced independent non-executive Directors
    The Audit Committee consists of at least three members.
    Comment: The members are Chris Seabrooke, Lulu Gwagwa and Phumzile Langeni.
    Principle 3.2
    Applied
    Audit committee members are suitably skilled and experienced independent non-executive Directors
    All members of the Audit Committee are independent non-executive Directors.
    Principle 3.2
    Applied
    Audit committee members are suitably skilled and experienced independent non-executive Directors
    Audit Committee members collectively have knowledge and experience of financial risks, financial and sustainability reporting, and internal controls.
    Principle 3.2
    Applied
    Audit committee members are suitably skilled and experienced independent non-executive Directors
    Audit Committee members collectively have knowledge and experience of corporate law.
    Principle 3.2
    Applied
    Audit committee members are suitably skilled and experienced independent non-executive Directors
    Audit Committee members collectively have a thorough understanding of the complexities of International Financial Reporting Standards, South African Statements of Generally Accepted Accounting Practice, Global Reporting Initiative Standards, or any other financial reporting framework and set of standards applicable.
    Principle 3.2
    Applied
    Audit committee members are suitably skilled and experienced independent non-executive Directors
    If vacancies on the Audit Committee arise, the Board fills them until the next AGM when shareholders elect members formally.
    Principle 3.2
    Applied
    Audit committee members are suitably skilled and experienced independent non-executive Directors
    The integrated report summarises the role and duties of the Audit Committee.
    Comment: This included in the Corporate Governance section of the Massmart's Integrated Annual Report.
    Principle 3.2
    Applied
    Audit committee members are suitably skilled and experienced independent non-executive Directors
    The Audit Committee includes in the integrated report both the following: a statement on whether or not it considered and recommended the internal audit charter for approval by the Board; and a description of its working relationship with the Chief Audit Executive.
    Comment: This included in the Corporate Governance section of the Massmart's Integrated Annual Report.
    Principle 3.2
    Applied
    Audit committee members are suitably skilled and experienced independent non-executive Directors
    The integrated report discloses whether the Audit Committee has satisfied its responsibilities for the year in accordance with the formal terms of reference.
    Comment: This included in the Corporate Governance section of the Massmart's Integrated Annual Report.
    Principle 3.2
    Applied
    Audit committee members are suitably skilled and experienced independent non-executive Directors
    It is disclosed in the integrated report whether the Audit Committee has adopted a formal terms of reference.
    Comment: This included in the Corporate Governance section of the Massmart's Integrated Annual Report.
    Principle 3.2
    Applied
    Audit committee members are suitably skilled and experienced independent non-executive Directors
    The integrated report discloses the names and qualifications of all members of the Audit Committee during the period under review, and the period that each member has served on the Committee.
    Principle 3.2
    Applied
    Audit committee members are suitably skilled and experienced independent non-executive Directors
    The integrated report includes information about duties that the Board has assigned to the Audit Committee.
    Comment: A summary of the these duties is included in the Board Committees table.
    Principle 3.3
    Applied
    The audit committee is chaired by an independent non-executive Director.
    The Chairman of the Audit Committee is an independent non-executive Director and not the Chairman of the Board.
    Comment: The Chairman of the Audit Committee is Chris Seabrooke.
    Principle 3.3
    Applied
    The audit committee is chaired by an independent non-executive Director.
    The Chairman of the Audit Committee is selected by the Board.
    Principle 3.3
    Applied
    The audit committee is chaired by an independent non-executive Director.
    The Chairman of the Audit Committee attends the AGM.
    Comment: Refer to the Board and Committee Attendance table.
    Principle 3.4
    Applied
    The audit committee oversees integrated reporting
    The Audit Committee is informed where there is disagreement on auditing or accounting matters between the management and the external auditors.
    Principle 3.4
    Applied
    The audit committee oversees integrated reporting
    The Audit Committee has regard to all factors and risks that may affect the integrity (i.e. accuracy and reliability of information) of the integrated report, including the following: judgements; changes in accounting policies; significant or unusual transactions; factors that may predispose management to present misleading information; and any evidence that brings into question any previously published financial information, etc.
    Principle 3.4
    Applied
    The audit committee oversees integrated reporting
    The Audit Committee reviews a written assessment (documented by management) of the going concern premise of the Company.
    Principle 3.4
    Applied
    The audit committee oversees integrated reporting
    The Audit Committee recommends to the Board whether the external auditor should perform assurance procedures on interim results and review the results of such engagement.
    Principle 3.4
    Applied
    The audit committee oversees integrated reporting
    The Audit Committee reviews the content of summarised information for whether it provides a balanced view of the Company's information.
    Principle 3.4
    Applied
    The audit committee oversees integrated reporting
    The Audit Committee recommends the integrated report to the Board for approval.
    Principle 3.4
    Applied
    The audit committee oversees integrated reporting
    The Audit Committee engages the external auditors to provide assurance on the summarised financial information.
    Principle 3.4
    Partially Applied
    The audit committee oversees integrated reporting
    The Audit Committee recommends to the Board to engage an external assurance provider over material elements of the sustainability reporting within the integrated report.
    Comment: Massmart's sustainability report has not been audited by an external assurance provider but verification of the key sustainability metrics have been obtained through agreed upon procedures performed by Massmart Internal Audit Services (MIAS). A copy of the agreed upon procedures report is available at the registered offices of the Company.
    Principle 3.4
    Partially Applied
    The audit committee oversees integrated reporting
    The Audit Committee evaluates both the independence and quality of the external providers of assurance on sustainability.
    Comment: Massmart's sustainability report has not been audited by an external assurance provider but verification of the key sustainability metrics have been obtained through agreed upon procedures performed by MIAS. A copy of the agreed upon procedures report is available at the registered offices of the Company.
    Principle 3.4
    Applied
    The audit committee oversees integrated reporting
    The Audit Committee reviews the disclosure of sustainability issues in the integrated report to ensure that it is both reliable and not in conflict with the financial information.
    Principle 3.5
    Applied
    The audit committee has ensured that a combined assurance model has been applied which provides a coordinated approach to all assurance activities.
    The Audit Committee ensures that the combined assurance received from management, internal and external assurance providers is sufficient to address all significant risks facing the Company.
    Principle 3.5
    Applied
    The audit committee has ensured that a combined assurance model has been applied which provides a coordinated approach to all assurance activities.
    The Audit Committee monitors the relationship between the external assurance providers and the Company.
    Principle 3.6
    Applied
    The audit committee is satisfied with the expertise, resources and experience of the Company's finance function.
    The integrated report discloses the results of the Audit Committee's evaluation of both the finance Director and the finance function.
    Principle 3.6
    Applied
    The audit committee is satisfied with the expertise, resources and experience of the Company's finance function.
    The Audit Committee does both of the following: considers and satisfies itself of the suitability of the expertise and experience of the financial Director every year; and reviews the finance function every year.
    Principle 3.7
    Applied
    The audit committee oversees the internal audit function
    The Audit Committee is responsible for the appointment, performance assessment and dismissal of the Chief Audit Executive or outsourced internal audit service provider.
    Principle 3.7
    Applied
    The audit committee oversees the internal audit function
    The internal audit plan is approved by the Audit Committee.
    Principle 3.7
    Applied
    The audit committee oversees the internal audit function
    The Audit Committee ensures that the Company's internal audit function both: is independent; and has the necessary resources, standing and authority within the Company to enable it to discharge its functions.
    Principle 3.7
    Applied
    The audit committee oversees the internal audit function
    The Audit Committee oversees cooperation between external and internal audit to avoid overlap of audit scope.
    Principle 3.7
    Applied
    The audit committee oversees the internal audit function
    The Audit Committee ensures that the internal audit function goes through an independent quality review in line with Institute of Internal Auditors' standards or whenever it considers it appropriate.
    Principle 3.8
    Applied
    The audit committee is an integral component of the risk management process.
    The terms of reference of the Audit Committee set out its responsibilities for risk management.
    Comment: This is included in the Audit and Risk Committee Charter.
    Principle 3.8
    Applied
    The audit committee is an integral component of the risk management process.
    The Audit Committee oversees all of the following: financial reporting risks; internal financial controls; fraud risks related to financial reporting; and IT risks related to financial reporting.
    Principle 3.8
    Applied
    The audit committee is an integral component of the risk management process.
    There is a Board committee (either a risk committee or the audit committee) that assists the Board in carrying out its risk responsibilities. (Further questions will refer to a risk committee, even if the audit committee carries out this function.)
    Comment: This is dealt with by the risk component of the Audit and Risk Committee.
    Principle 3.8
    Applied
    The audit committee is an integral component of the risk management process.
    The Risk Committee oversees the Company's risk management function.
    Principle 3.8
    Applied
    The audit committee is an integral component of the risk management process.
    Both these statements are correct: In the integrated report, the Audit Committee makes a statement on the effectiveness of the system of internal financial controls; and This statement is based on a formal documented review performed by internal audit as well as reports from other assurance providers, management and the external auditors.
    Comment: This is included in the Corporate Governance section of the Massmart's Integrated Annual Report.
    Principle 3.8
    Applied
    The audit committee is an integral component of the risk management process.
    The Audit Committee discloses in the integrated report the nature and extent of material weaknesses in the design, implementation or execution of financial controls that resulted in material financial loss, fraud or material errors.
    Comment: There has been no material financial loss, fraud or material errors resultant from weakness in financial controls.
    Principle 3.9
    Applied
    The audit committee is responsible for the recommending the appointment of the external auditor and overseeing the external audit process.
    The Audit Committee approves both the external auditor's terms of engagement and remuneration.
    Principle 3.9
    Applied
    The audit committee is responsible for the recommending the appointment of the external auditor and overseeing the external audit process.
    The Audit Committee monitors and reports on the external auditor's independence.
    Principle 3.9
    Applied
    The audit committee is responsible for the recommending the appointment of the external auditor and overseeing the external audit process.
    The Audit Committee has defined a policy for non-audit services provided by the external auditor.
    Principle 3.9
    Applied
    The audit committee is responsible for the recommending the appointment of the external auditor and overseeing the external audit process.
    The Audit Committee recommends to shareholders the appointment, reappointment and removal of the external auditor.
    Comment: Refer to the Ordinary Resolution Number 5 in the Notice of AGM.
    Principle 3.9
    Applied
    The audit committee is responsible for the recommending the appointment of the external auditor and overseeing the external audit process.
    The Audit Committee reviews any accounting and auditing concerns identified as a result of the internal or external audit.
    Principle 3.9
    Applied
    The audit committee is responsible for the recommending the appointment of the external auditor and overseeing the external audit process.
    The Audit Committee is informed of Reportable Irregularities identified and reported by the external auditor in terms of the Auditing Profession Act.
    Comment: There aren't any to report on.
    Principle 3.9
    Applied
    The audit committee is responsible for the recommending the appointment of the external auditor and overseeing the external audit process.
    The Audit Committee reviews the quality and effectiveness of the external audit process.
    Principle 3.10
    Applied
    The audit committee has reported to the Board and the shareholders as to how it has discharged its duties.
    The integrated report describes how the Audit Committee carried out its functions during the period under review.
    Comment: This is included in the Corporate Governance section of the Massmart's Integrated Annual Report.
    Principle 3.10
    Applied
    The audit committee has reported to the Board and the shareholders as to how it has discharged its duties.
    The integrated report includes a statement on whether the Audit Committee is satisfied that the auditor is independent of the Company.
    Comment: This is included in the Audit and Risk Committee Report.
    Principle 3.10
    Applied
    The audit committee has reported to the Board and the shareholders as to how it has discharged its duties.
    The integrated report includes commentary by the Audit Committee on all of the following: the financial statements; the accounting practices; and the internal financial controls of the Company.
    Comment: This is included in the Audit and Risk Committee Report.
    Principle 3.10
    Applied
    The audit committee has reported to the Board and the shareholders as to how it has discharged its duties.
    The Audit Committee reports internally to the Board both on its statutory duties and on those duties that the Board assigns to it.
    Principle 3.10
    Applied
    The audit committee has reported to the Board and the shareholders as to how it has discharged its duties.
    The Audit Committee reports to the shareholders on all of its statutory duties.
    Comment: This is included in the Audit and Risk Committee Report.
  • + Principle 4.1 - 4.10
    Principle 4.1
    Applied
    The Board is responsible for the governance of risk.
    A policy and a plan that provide for an effective system and process of risk management have been developed and approved by the Board.
    Comment: This function is delegated to the Audit and Risk Committee, which oversees the development and annual review of the Group's risk management policy, process and structures, and makes recommendations from time-to-time to the Board.
    Principle 4.1
    Applied
    The Board is responsible for the governance of risk.
    Management demonstrates to the Board that the risk responses provide for the identification and exploitation of opportunities to improve the performance of the Company.
    Principle 4.1
    Applied
    The Board is responsible for the governance of risk.
    The risk policy includes all of the following: the Company's definitions of risk terms and risk management; - risk management objectives; the risk approach and philosophy; and the various responsibilities and ownership for risk management within the Company.
    Principle 4.1
    Applied
    The Board is responsible for the governance of risk.
    The Board's responsibility for risk governance is set out in both the Board charter and risk policy and plan.
    Comment: The Board Charter provides that the Board and Board Committees assume responsibility for ensuring that a relevant system of policies and procedures is in place to identify, monitor and manage risk and to ensure regulatory and legal compliance.
    Principle 4.1
    Applied
    The Board is responsible for the governance of risk.
    The risk plan includes all of the following: the Company's risk management structure; the risk management framework; i.e. the approach followed (for example, COSO, ISO, IRMSA ERM Code of Practice, IRM (UK), etc.); the standards and methodology adopted; i.e. the measureable milestones (for example, tolerances, intervals, frequencies, frequency rates, etc.); risk management guidelines; reference to integration of risk (for example, communication, training and awareness programmes); and details of the assurance and review of the risk management process.
    Principle 4.1
    Applied
    The Board is responsible for the governance of risk.
    The integrated report discloses details of how the Board has satisfied itself that risk assessments, responses and interventions are effective.
    Comment: This is included in the Corporate Governance section of the Massmart's Integrated Annual Report.
    Principle 4.2
    Applied
    The Board has determined the levels of risk tolerance.
    The Company discloses in the integrated report details of where the limits of risk appetite (willingness to tolerate risk) exceed, or deviate materially from, the limits of the Company's risk tolerance (ability to tolerate risks).
    Comment: The Company's risk appetite has not exceeded its risk tolerance levels.
    Principle 4.2
    Applied
    The Board has determined the levels of risk tolerance.
    The Board monitors that risks are taken within the Company's tolerance and appetite levels.
    Comment: The Audit and Risk Committee monitors that risks are managed within the level of tolerance and appetite, as approved by the Board.
    Principle 4.2
    Applied
    The Board has determined the levels of risk tolerance.
    The Board sets the levels of risk tolerance every year.
    Comment: The Audit and Risk Committee makes recommendations to the Board concerning levels of tolerance and appetite, which the Board approves.
    Principle 4.3
    Applied
    The risk committee and/or audit committee has assisted the Board in carrying out its risk responsibilities.
    The Risk Committee adequately reviews all of the following: the risk management progress and maturity of the Company; the effectiveness of risk management activities; the key risks facing the Company; and the responses to address these key risks.
    Principle 4.3
    Applied
    The risk committee and/or audit committee has assisted the Board in carrying out its risk responsibilities.
    The Risk Committee monitors the whole risk management process.
    Principle 4.3
    Applied
    The risk committee and/or audit committee has assisted the Board in carrying out its risk responsibilities.
    The Risk Committee considers the risk policy and plan.
    Principle 4.3
    Applied
    The risk committee and/or audit committee has assisted the Board in carrying out its risk responsibilities.
    Both the following statements are true: Membership of the Risk Committee includes executive and non-executive Directors; and Members of senior management and independent risk management experts are invited to attend, if necessary.
    Principle 4.3
    Applied
    The risk committee and/or audit committee has assisted the Board in carrying out its risk responsibilities.
    The Risk Committee has at least three members.
    Comment: The members are Chris Seabrooke, Mark Lamberti, Lulu Gwagwa and Phumzile Langeni.
    Principle 4.3
    Applied
    The risk committee and/or audit committee has assisted the Board in carrying out its risk responsibilities.
    The Risk Committee members collectively have adequate and appropriate knowledge, skills and experience in risk.
    Principle 4.4
    Applied
    The Board has delegated to management the responsibility to design, implement and monitor the risk management plan.
    The Board's risk policy and plan is effectively implemented by management through risk management systems and processes.
    Comment: On behalf of the Board, the Audit & Risk Committee oversees the Group's risk management programme. Responsibility for risk management and loss prevention rests however, with the Group and Divisional Executive Committees.
    Principle 4.4
    Applied
    The Board has delegated to management the responsibility to design, implement and monitor the risk management plan.
    A Chief Risk Officer (CRO) or other senior employee responsible for risk management has been appointed and meets both the following requirements: The CRO or senior employee is a suitably experienced person; and The CRO or senior employee has access to and regular interaction on strategic matters with the Board or appropriate Board committee, and executive management.
    Comment: Massmart's Chief Risk Officer (CRO) is the Group's Financial Director.
    Principle 4.5
    Applied
    The Board has ensured that risk assessments are performed on a continual basis.
    The Board ensures that effective and on-going risk assessments (i.e. identification and evaluation of risks in terms of probability and impact) are performed.
    Comment: The Risk Committee tables a Group risk register, aggregated from those prepared by the Divisions and the Group Executive Committee, to the Board annually in February.
    Principle 4.5
    Applied
    The Board has ensured that risk assessments are performed on a continual basis.
    A systematic, documented, formal risk assessment is conducted at least once a year.
    Comment: The Risk Committee tables a Group risk register, aggregated from those prepared by the Divisions and the Group Executive Committee, to the Board annually.
    Principle 4.5
    Applied
    The Board has ensured that risk assessments are performed on a continual basis.
    Risks are prioritised and ranked in order to focus responses and interventions to those risks outside the Board's tolerance limits.
    Comment: Risks are ranked within the Group risk register.
    Principle 4.5
    Applied
    The Board has ensured that risk assessments are performed on a continual basis.
    A top-down approach is adopted in risk assessments without limiting focus to strategic or high-end risks only.
    Comment: The Risk Committee considers there to be two categories of Group risk which can broadly be described as Strategic/Environmental risks and Operational risks.
    Principle 4.5
    Applied
    The Board has ensured that risk assessments are performed on a continual basis.
    The Board regularly receives and reviews a register of the Company's key risks.
    Principle 4.5
    Applied
    The Board has ensured that risk assessments are performed on a continual basis.
    The risk assessment process (i.e. identification and evaluation of risks in terms of probability and impact) involves all of the following: the risks affecting the various income streams of the Company; the critical dependencies of the business; and the sustainability and the legitimate interests and expectations of stakeholders.
    Comment: Refer to our Group Risk Landscape section of the Massmart Integrated Annual Report
    Principle 4.5
    Not Applicable
    The Board has ensured that risk assessments are performed on a continual basis.
    The Board ensures that key risks are quantified where practicable.
    Principle 4.6
    Applied
    The Board has ensured that frameworks and methodologies are implemented to increase the probability of anticipating unpredictable risks.
    The Board ensures that an effective framework and processes are in place to anticipate unpredictable risks.
    Principle 4.7
    Applied
    The Board has ensured that management has considered and has implemented appropriate risk responses.
    Management determines risk responses, and notes the risk responses in the risk register.
    Principle 4.8
    Applied
    The Board has ensured the continual risk monitoring by management.
    The Board ensures that effective and continual monitoring of risk management takes place.
    Comment: The Audit and Risk Committee Charter provides that the Company monitors the implementation of the policy and plan for risk management taking place by means of risk management systems and processes.
    Principle 4.9
    Applied
    The Board has received assurance regarding the effectiveness of the risk management process.
    Management provides assurance to the Board that the risk management plan is integrated in the daily activities of the Company.
    Principle 4.10
    Applied
    The Board has ensured that there are processes in place which enable complete, timely, relevant, accurate and accessible risk disclosure to stakeholders.
    There is disclosure of undue, unexpected or unusual risks taken, and if there are any resulting material losses that the Company suffered for the period under review, also disclosure of all of the following: the causes of these losses; the effect that these losses have had on the Company; and the steps taken by the Board and the management to prevent a recurrence.
    Comment: The unexpected risk of significant currency devaluations is disclosed in the Group's Annual Financial Statements.
    Principle 4.10
    Applied
    The Board has ensured that there are processes in place which enable complete, timely, relevant, accurate and accessible risk disclosure to stakeholders.
    There is disclosure of any current, imminent or envisaged risk that is considered to threaten the long-term sustainability of the Company.
    Comment: There is no current imminent or envisaged risk existing.
    Principle 4.10
    Applied
    The Board has ensured that there are processes in place which enable complete, timely, relevant, accurate and accessible risk disclosure to stakeholders.
    The Board has ensured that there are processes in place which enable complete, timely, relevant, accurate and accessible risk disclosure to stakeholders.
    Comment: The Board discloses in the integrated report its views on the effectiveness of the Company's risk management processes.
  • + Principle 5.1 - 5.7
    Principle 5.1
    Applied
    The Board is responsible of information technology (IT) governance.
    The IT governance framework includes the structures, processes and mechanisms that will enable the delivery of value to the business and reduce IT risk.
    Principle 5.1
    Applied
    The Board is responsible of information technology (IT) governance.
    The Board receives independent assurance on the effectiveness of the IT internal controls, including on outsourced IT services.
    Comment: Independent review and assurance is provided by the External Auditors and MIAS.
    Principle 5.1
    Applied
    The Board is responsible of information technology (IT) governance.
    The Board assumes responsibility for the governance of IT and places it on the Board agenda.
    Comment: Ensuring proper system security, data integrity and business continuity is the responsibility of the Board, but is given effect by the Audit and Risk Committee, the Massmart Technology Information and Process Forum (TIP Forum) and Massmart's formally contracted IT business partners and service providers.
    Principle 5.1
    Applied
    The Board is responsible of information technology (IT) governance.
    The Company has an IT governance framework that supports effective and efficient management of its IT resources.
    Principle 5.1
    Applied
    The Board is responsible of information technology (IT) governance.
    The Board ensures that an effective IT charter and policies are established and implemented.
    Principle 5.2
    Applied
    IT has been aligned with the performance and sustainability objectives of the Company.
    The Board ensures that IT strategy is effectively integrated with the Company's strategic and business processes.
    Principle 5.2
    Applied
    IT has been aligned with the performance and sustainability objectives of the Company.
    The Board ensures that there is an effective process in place to identify and exploit opportunities to improve the performance and sustainability of the Company through the use of IT.
    Comment: Opportunities are identified by MIAS and through collaboration in the TIP Forum.
    Principle 5.3
    Applied
    The Board has delegated to management the responsibility for the implementation of an IT governance framework.
    Management is responsible for the implementation of all the structures, processes and mechanisms of the IT governance framework.
    Principle 5.3
    Applied
    The Board has delegated to management the responsibility for the implementation of an IT governance framework.
    A Chief Information Officer (CIO) or other senior employee responsible for IT has been appointed and meets both the following requirements: The CIO or senior employee is a suitably experienced person; and The CIO or senior employee has access to and regular interaction on strategic matters with the Board or appropriate Board Committee, and executive management.
    Comment: The Chairman of the TIP Forum, Mike Marshall, has access to the Executive Directors and is suitably experienced to fulfill the requirements of this role.
    Principle 5.4
    Applied
    The Board monitors and evaluates significant IT investments and expenditure.
    The Board both oversees the value delivery of IT, and monitors the return on investment from significant IT projects.
    Principle 5.4
    Applied
    The Board monitors and evaluates significant IT investments and expenditure.
    The role of IT in achieving business strategies and objectives is clear.
    Principle 5.4
    Applied
    The Board monitors and evaluates significant IT investments and expenditure.
    Good governance principles apply to all parties in the supply chain or channel for the acquisition and disposal of IT goods or services.
    Comment: All new major IT systems in the Group require specific MIAS sign-off prior to implementation and all significant IT projects are subject to MIAS review.
    Principle 5.5
    Applied
    IT is an integral part of the Company's risk management plan.
    IT risks form an integral part of the Company's risk management process.
    Principle 5.5
    Applied
    IT is an integral part of the Company's risk management plan.
    Management regularly demonstrates to the Board that the Company has adequate business resilience arrangements in place for IT disaster recovery.
    Principle 5.5
    Applied
    IT is an integral part of the Company's risk management plan.
    The Board ensures that the Company complies with IT laws and that IT-related rules, codes and standards are considered.
    Principle 5.6
    Applied
    The Board ensured that information assets are managed effectively.
    The Board ensures that the Company identifies all personal information and treats it as an important business asset.
    Principle 5.6
    Applied
    The Board ensured that information assets are managed effectively.
    The following two statements are correct: The Board ensures that an Information Security Management System is developed, recorded and implemented; and The Information Security Management System ensures security, confidentiality, integrity and availability of information.
    Principle 5.7
    Applied
    A risk committee and audit committee assists the Board in carrying out its IT responsibilities.
    The Risk Committee assists the Board in carrying out its IT governance responsibilities by ensuring that IT risks are adequately addressed through its risk management and monitoring processes.
  • + Principle 6.1 - 6.4
    Principle 6.1
    Applied
    The Board ensures that the Company complies with applicable laws and considers adherence to non binding rules, codes and standards.
    The Board assumes responsibility for the Company's compliance with applicable laws and those non-binding rules, codes and standards that the Company has voluntarily elected to comply with.
    Comment: The Board Charter provides that the Board shall ensure compliance with laws and regulations by the Group and the Group's own governing documents, codes of conduct and legal standards.
    Principle 6.1
    Applied
    The Board ensures that the Company complies with applicable laws and considers adherence to non binding rules, codes and standards.
    The Board appreciates that the duty to act in the best interest of the Company involves having regard to, not only the obligations that laws create, but also the rights and protection that they afford to the Company.
    Principle 6.1
    Applied
    The Board ensures that the Company complies with applicable laws and considers adherence to non binding rules, codes and standards.
    The Board oversees that the compliance policy and process take account of the context of law, and how applicable laws relate to one other.
    Principle 6.1
    Applied
    The Board ensures that the Company complies with applicable laws and considers adherence to non binding rules, codes and standards.
    The Board continually monitors the Company's voluntary compliance with applicable laws, rules, codes and standards.
    Comment: On-going compliance is monitored and tested through various means including MIAS, external audit and third party service providers. Reports from these entities are presented to the Audit and Risk Committee.
    Principle 6.1
    Applied
    The Board ensures that the Company complies with applicable laws and considers adherence to non binding rules, codes and standards.
    The integrated report discloses the extent of voluntary adherence to applicable non-binding rules, codes and standards.
    Principle 6.1
    Applied
    The Board ensures that the Company complies with applicable laws and considers adherence to non binding rules, codes and standards.
    The integrated report discloses details of how the Board discharges its responsibility to establish an effective compliance framework and processes.
    Principle 6.2
    Applied
    The Board and each individual Director have a working understanding of the effect of applicable laws, rules, codes and standards on the Company and its business.
    Both the induction and on-going training programmes of Directors include an overview of, and changes to, applicable laws, rules, codes and standards.
    Principle 6.2
    Applied
    The Board and each individual Director have a working understanding of the effect of applicable laws, rules, codes and standards on the Company and its business.
    Directors know the general content of applicable laws, rules, codes and standards sufficiently well to discharge their legal duties.
    Principle 6.3
    Applied
    Compliance risk should form an integral part of the Company's risk management process.
    The risk of non-compliance is identified, assessed and responded to through the risk management processes.
    Principle 6.4
    Applied
    The Board should delegate to management the implementation of an effective compliance framework and processes.
    There is disclosure of material or repeated regulatory penalties, sanctions or fines for contraventions of, or non-compliance with, statutory obligations whether imposed on the Company or its Directors or officers.
    Comment: There were no such material or repeated regulatory penalties, sanctions or fines for contraventions of, or non-compliance with, statutory obligations during the reporting period.
    Principle 6.4
    Applied
    The Board should delegate to management the implementation of an effective compliance framework and processes.
    Management has established the appropriate structures to educate, train, communicate about, and measure compliance.
    Comment: The Executive Committee has recently established a Compliance sub-committee in order to focus on issues of compliance.
    Principle 6.4
    Applied
    The Board should delegate to management the implementation of an effective compliance framework and processes.
    The CEO has appointed an individual responsible for the management of compliance; e.g. a Chief Compliance Officer.
    Comment: Massmart's General Counsel, who sits on the Executive Committee, is the Group's Chief Compliance Officer.
    Principle 6.4
    Applied
    The Board should delegate to management the implementation of an effective compliance framework and processes.
    A Chief Compliance Officer or other senior employee responsible for compliance has been appointed and meets both the following requirements: The Chief Compliance Officer or senior employee is a suitably experienced person; and The Chief Compliance Officer or senior employee has access to and regular interaction on strategic matters with the Board or appropriate Board Committee, and executive management.
    Principle 6.4
    Applied
    The Board should delegate to management the implementation of an effective compliance framework and processes.
    The compliance function has adequate resources to fulfil its duties.
    Principle 6.4
    Applied
    The Board should delegate to management the implementation of an effective compliance framework and processes.
    The Board ensures that management has implemented a legal compliance policy, approved by the Board.
    Principle 6.4
    Applied
    The Board should delegate to management the implementation of an effective compliance framework and processes.
    The Board receives assurance on the effectiveness of the internal controls intended to ensure compliance with laws, rules, codes and standards.
    Comment: Massmart General Counsel and MIAS report to the Board on any matters of compliance.
    Principle 6.4
    Applied
    The Board should delegate to management the implementation of an effective compliance framework and processes.
    Compliance with laws, rules, codes and standards is dealt with in the code of conduct of the Company.
  • + Principle 7.1 - 7.5
    Principle 7.1
    Applied
    The Board should ensure that there is an effective risk based internal audit.
    The Company has established an internal audit function.
    Principle 7.1
    Applied
    The Board should ensure that there is an effective risk based internal audit.
    The internal audit function evaluates the Company's governance processes.
    Principle 7.1
    Applied
    The Board should ensure that there is an effective risk based internal audit.
    The internal audit function performs an objective assessment of the effectiveness of risk management and the internal control framework.
    Comment: The Audit and Risk Committee Chairman has given the Chief Audit Executive the task of working on this.
    Principle 7.1
    Applied
    The Board should ensure that there is an effective risk based internal audit.
    The internal audit function systematically analyses and evaluates business processes and associated controls.
    Principle 7.1
    Applied
    The Board should ensure that there is an effective risk based internal audit.
    The internal audit function adheres to the Institute of Internal Auditors' Standards for the Professional Practice of Internal Auditing and Code of Ethics.
    Principle 7.1
    Applied
    The Board should ensure that there is an effective risk based internal audit.
    The internal audit function appropriately provides information on instances of fraud, corruption, unethical behaviour and irregularities.
    Principle 7.1
    Not Applicable
    The Board should ensure that there is an effective risk based internal audit.
    Where there is no formal internal audit function, the integrated report discloses:- the reasons for this; and- how adequate assurance of an effective governance, risk management and internal control environment has been maintained.
    Comment: N/A
    Principle 7.2
    Applied
    Internal Audit should follow a risk based approach to its plan.
    The internal audit plan and approach are informed by the strategy and risks of the Company.
    Principle 7.3
    Applied
    Internal Audit should provide a written assessment of the effectiveness of the Company's system of internal controls and risk management.
    Internal controls are established over all of the following areas: financial; operational; compliance; and sustainability.
    Principle 7.3
    Applied
    Internal Audit should provide a written assessment of the effectiveness of the Company's system of internal controls and risk management.
    Internal audit provides the Board with a written assessment of the system of internal controls and risk management.
    Principle 7.3
    Applied
    Internal Audit should provide a written assessment of the effectiveness of the Company's system of internal controls and risk management.
    Internal audit provides a documented review of internal financial controls to the audit committee.
    Principle 7.4
    Applied
    The Audit Committee should be responsible for overseeing internal audit.
    Comment: MIAS report functionally to the Audit and Risk Committee.
    Principle 7.5
    Applied
    Internal audit should be strategically positioned to achieve its objectives.
    The internal audit function is independent and objective.
    Principle 7.5
    Applied
    Internal audit should be strategically positioned to achieve its objectives.
    The internal audit function reports functionally to the Audit Committee.
    Principle 7.5
    Applied
    Internal audit should be strategically positioned to achieve its objectives.
    The Chief Audit Executive has a standing invitation to attend Executive Committee meetings.
    Principle 7.5
    Applied
    Internal audit should be strategically positioned to achieve its objectives.
    The internal audit function has the appropriate skills and resources to meet the complexity and volume of risk, and the assurance needs of the Company.
    Principle 7.5
    Applied
    Internal audit should be strategically positioned to achieve its objectives.
    The Chief Audit Executive develops and maintains a quality assurance and improvement programme that covers all aspects of the internal audit function.
  • + Principle 8.1 - 8.6
    Principle 8.1
    Applied
    The Board should appreciate that stakeholders' perceptions affect a Company's reputation.
    The gap between stakeholders' perceptions and the performance of the Company is measured and managed to enhance or protect the Company's reputation.
    Comment: A formal stakeholder engagement process is undertaken from a corporate accountability point of view, the aim of which is to optimise the Group's performance by integrating profitability and accountability. In addition, the Executive Directors formally engage with stakeholders twice a year, and informally on an ad hoc basis.
    Principle 8.1
    Applied
    The Board should appreciate that stakeholders' perceptions affect a Company's reputation.
    The Company's reputation, and how its relationships with stakeholders affect it, is a regular Board agenda item.
    Comment: Stakeholder relationships and the Company's reputation are discussed under sustainability and investor relations discussions;
    The latest Social and Ethics Committee Report is included in every Board pack; and
    The Group General Counsel discusses matters relating to FCPA and the Consumer Protection Act.
    Principle 8.1
    Applied
    The Board should appreciate that stakeholders' perceptions affect a Company's reputation.
    All of the following statements are correct in relation to stakeholders that could materially affect the operations of the Company: Stakeholders are identified; and Stakeholders' legitimate interests and expectations are evaluated; and The above takes place as part of the risk management process.
    Comment: Stakeholders and their interests and expectations are identified and evaluated. The Group Risk Landscape is reviewed on an annual basis to address this.
    Principle 8.2
    Applied
    The Board should delegate to management to proactively deal with stakeholder relationships.
    Management develops a strategy and formulates policies for the management of the relationship with each stakeholder grouping.
    Principle 8.2
    Applied
    The Board should delegate to management to proactively deal with stakeholder relationships.
    The Board oversees the establishment of mechanisms and processes that support constructive engagement by the Company with its stakeholders.
    Principle 8.2
    Applied
    The Board should delegate to management to proactively deal with stakeholder relationships.
    The Board encourages shareholders to attend the AGMs.
    Principle 8.3
    Applied
    The Board should strive to achieve the appropriate balance between its various stakeholder groupings, in the best interests of the Company.
    The Board takes account of the legitimate interests and expectations of its stakeholders in making decisions in the best interests of the Company.
    Principle 8.4
    Applied
    Companies should ensure the equitable treatment of shareholders.
    There is equitable treatment of all holders of the same class of shares.
    Comment: The equitable treatment of all holders of the same class of shares is protected by the Board.
    Principle 8.4
    Applied
    Companies should ensure the equitable treatment of shareholders.
    The Board ensures that minority shareholders are sufficiently protected.
    Principle 8.5
    Applied
    Transparent and effective communication with stakeholders is essential for building and maintaining their trust and confidence.
    The Board has adopted stakeholder communication guidelines that support a responsible communication programme.
    Comment: There do not appear to be any formal guidelines that have been adopted by the Board.
    Principle 8.5
    Applied
    Transparent and effective communication with stakeholders is essential for building and maintaining their trust and confidence.
    The Company provides information to its stakeholders that is both: complete, timely, relevant, accurate, honest and accessible; and in accordance with legal constraints and strategy.
    Principle 8.5
    Not Applicable
    Transparent and effective communication with stakeholders is essential for building and maintaining their trust and confidence.
    The integrated report includes reasons for refusals of requests for information that were lodged with the Company in terms of the Promotion of Access to Information Act, 2000.
    Comment: N/A
    Principle 8.6
    Partially Applied
    The Board should ensure that disputes are resolved effectively and expeditiously as possible.
    The Board has adopted formal dispute resolution processes for internal and external disputes.
    Comment: The Board does not have a formal dispute resolution process as it believes that the existing processes within the Group operate satisfactorily and do not require a more formal and separate mechanism.
  • + Principle 9.1 - 9.3
    Principle 9.1
    Applied
    The Board should ensure the integrity of the Company's integrated report.
    The Company has controls to enable it to verify and safeguard the integrity, i.e. accuracy and reliability, of its integrated report.
    Principle 9.2
    Applied
    Sustainability reporting and disclosure should be integrated with the Company's financial reporting.
    The Board includes commentary on the Company's financial results in the integrated report.
    Comment: This is included in the Report to Shareholders section of Massmart's Integrated Annual Report.
    Principle 9.2
    Applied
    Sustainability reporting and disclosure should be integrated with the Company's financial reporting.
    The Board discloses in the integrated report the following: whether the Company is a going concern and if it will continue to be a going concern in the year ahead; and if there is concern about the Company's going concern status, the reasons therefor and the steps the Company are taking to remedy the situation.
    Comment: This is included in the Financial Director's Review, of Massmart's Integrated Annual Report.
    Principle 9.2
    Applied
    Sustainability reporting and disclosure should be integrated with the Company's financial reporting.
    The Board ensures that the integrated report sets out: the positive and negative effects of the Company's operations on the environment and society; and the plans to improve the positive effects and remove or reduce the negative effects in the financial year ahead.
    Comment: We talk to the effects of the Company's operations on the environment and society.
    Principle 9.2
    Applied
    Sustainability reporting and disclosure should be integrated with the Company's financial reporting.
    The integrated report discloses the nature of the Company's dealings with stakeholders and the outcomes of these dealings.
    Comment: The integrated report discloses the nature of the Company's dealings with stakeholders and the outcomes of these dealings.
    Principle 9.3
    Partially Applied
    Sustainability reporting and disclosure should be independently assured.
    The integrated report discloses the scope and methodology of independent assurance of the sustainability report, as well as the name of the assurer.
    Comment: Massmart's sustainability report has not been audited but verification of the key sustainability metrics on have been obtained through agreed upon procedures performed by MIAS. A copy of the agreed upon procedures report is available at the registered offices of the Company.
    Principle 9.3
    Partially Applied
    Sustainability reporting and disclosure should be independently assured.
    Sustainability reporting is independently assured in accordance with a formal assurance process established.
    Comment: Massmart's sustainability report has not been audited by an external party but verification of the key sustainability metrics have been obtained through agreed upon procedures performed by MIAS. A copy of the agreed upon procedures report is available at the registered offices of the Company.