For the year ended December 2015, 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 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 and apportion significant time 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 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. The Audit Committee evaluates both the independence and quality of the external providers of assurance on sustainability.
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. 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 assurance provider in its entirety but of our key sustainability metrics (being emissions data, BBBEE, CSI and Consumer Protection), 100% have been audited by an independent provider, including Massmart Internal Audit Services (MIAS). Verification has been obtained through the following assurance providers: Moore Stephens conducts an independent audit of our emissions data, which includes all information provided in the Natural Capital Scorecard; Empowerdex audits the information provided in our BBBEE scorecard; and MIAS are responsible for auditing our claimed CSI and Consumer Protection data, through agreed upon procedures. A copy of the agreed upon procedures report is available at the registered offices of the Company.
Principle 8.6
Partially Applied
The Board should ensure that disputes are resolved effectively and as 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. Massmart’s General Counsel is responsible for managing and advising the Board of significant disputes that arise within the Group. This individual manages a group of attorneys who supervise, manage or advise the business on external legal disputes within the Group. Internal disputes are managed through subject-specific policies and procedures. The General Counsel reports to the Board all significant legal exposures and disputes within the Group.