Audit Committee
Meets 3 times per year

Key focus areas in 2016

  • Overseeing the effectiveness of the Group’s internal control systems
  • Evaluating the independence and effectiveness of the external auditors
  • Reviewing the scope and effectiveness of the internal and external audit functions
  • Ensuring that adequate accounting records have been maintained
  • Ensuring the appropriate accounting policies have been adopted and consistently applied
  • Overseeing the quality and integrity of the Annual Financial Statements and the Integrated Annual Report
  • Testing that the Group’s going concern assertion remains appropriate

Committee focus for 2017

The following additional key activities are expected to require the Committee’s attention during 2017:

  • Application of the Combined Assurance model pursuant to King IV
  • Monitoring overall implementation of King IV and its impact on the business

Mr Chris Seabrooke was the Chairman and a member of the Audit Committee until his resignation from the Committee on 31 August 2016

* Kuseni Dlamini was appointed an alternate member of the Committee in August 2016

M Kgosana,
K Dlamini*, NN Gwagwa, P Langeni

Risk Committee
Meets twice a year

Key focus areas in 2016

  • Reviewing and monitoring the significant risks impacting the Group
  • Considering the adequacy of risk management strategies, disclosures and plans for the significant risks facing the Group
  • Reviewing and reporting on the Group’s application of King III
  • Monitored Group ethics and compliance

Committee focus for 2017

The following additional key activities are expected to require the Committee’s attention during 2017:

  • Information and technology governance
  • Reviewing and monitoring the Group’s risk and opportunity management
  • Tax risk assessment and governance

Mr Chris Seabrooke was the Chairman and a member of the Risk Committee until his resignation from the Committee on 31 August 2016

M Kgosana,
N Gray, NN Gwagwa, G Hayward, P Langeni, NJ Ralebepa, J van Lierop

Remuneration Committee
Meets 4 times per year

Key focus areas in 2016

  • On-going deliberation about non-financial Annual Incentive Plan (AIP) metrics with the aim of improving alignment of Massmart’s remuneration policy to the King IV recommendations
  • Reviewed and approved the Group’s recruitment and retention strategies for key executive management roles e.g. Executive fireside chats are underway and to date have been very positive and informative
  • Succession planning – this is a topic that remains relevant and was discussed to ensure future Executive succession
  • Robust discussions about transformation and gender diversity at Board level

Committee focus for 2017

The following additional key activities are expected to require the Committee’s attention during 2017:

  • Continue to engage with shareholders on best practice remuneration and enhanced remuneration reporting.
  • Monitor developments around fair, responsible and transparent remuneration

CS Seabrooke,
K Dlamini, E Ostalé

Nomination Committee
Meets 4 times per year

Key focus areas in 2016

  • Succession planning – this is a topic that remains relevant and was discussed to ensure future Executive succession
  • Robust discussions about transformation and gender diversity at Board level

Committee focus for 2017

The following additional key activities are expected to require the Committee’s attention during 2017:

  • Continue to engage with shareholders on best practice remuneration and enhanced remuneration reporting
  • Monitor developments around fair, responsible and transparent remuneration

K Dlamini,
E Ostalé and CS Seabrooke

Social and Ethics Committee
Meets twice per year

Key focus areas in 2016

  • Assists the Group with its responsibility towards sustainability with respect to practices that are consistent with good corporate citizenship
  • Considering the Group’s standing in terms of consumer relationships, with particular attention to the United Nations Global Compact Principles and the OECD recommendations concerning corruption
  • Monitoring the Group’s activities relating to labour and employment, the environment, health and public safety, and consumer relationships
  • Considering the Group’s contribution to social and economic development within our communities
  • Reviewing the Group’s compliance in terms of ethics and anti-corruption standards

Committee focus for 2017

The following additional key activities are expected to require the Committee’s attention during 2017:

  • Application of the Group’s Code of Ethical Conduct, related policies and accepted best practice
  • The Group’s remuneration practises with specific reference to social considerations
  • The Group’s transformation commitments as described in the BBBEE plans, including progress against employment equity targets

P Langeni,
G Hayward and JP Suarez

More information is available on the activities and responsibilities of the Audit, Risk and Nomination Committees
More information is available on the activities and responsibilities of the Executive, Remuneration and Social and Ethics Committees