Board Committees

The Committees will continue to operate within the terms of reference set out in their respective charters and ensure that their meetings address all regular matters reserved for the Committees’ consideration.
 
Audit Committee
A

Mr Chris Seabrooke*
Committee Chairman and Independent non-Executive Director
Mr Kuseni Dlamini ^
Independent non-Executive Director and Chairman of the Board – alternate member
Dr Lulu Gwagwa
Independent non-Executive Director
Ms Phumzile Langeni
Independent non-Executive Director

* Mr Chris Seabrooke was appointed Chairman of the Audit Committee on 13 September 2017.

^ Mr Kuseni Dlamini resigns as alternate member of the Audit Committee with effect from 25 May 2018.

Mr Moses Kgosana was the Chairman and a member of the Audit Committee until his resignation from the Board and the Committee on 13 September 2017

Meets three times per year

Key focus areas in 2017

  • Overseeing the quality and integrity of the Annual Financial Statements and the Integrated Annual Report
  • Assessing Massmart’s overall implementation and application of King IV
  • Assessing impact of adoption of new IFRS and other applicable accounting standards
  • Monitoring overall impact of the Mandatory Audit Firm Rotation (MAFR)
  • Ensuring compliance with the JSE Listings Requirements specifically with regards to proactive monitoring

Committee focus for 2018

  • Continuing to monitor and assess the effectiveness of Group financial reporting and internal financial controls
  • Monitor the impact and implementation of IFRS 9, 15 and 16 implementation on Massmart
  • Monitor the development and adoption of a transparent tax strategy and policy
  • Adopt and implement a MAFR policy
Risk Committee
R

Mr Chris Seabrooke*
Committee Chairman and Independent non-Executive Director
Dr Lulu Gwagwa
Independent non-Executive Director
Mr Guy Hayward
Executive Director and Chief Executive Officer
Ms Phumzile Langeni
Independent non-Executive Director
Mr Joe Ralebepa
General Counsel and Company Secretary
Mr Johannes van Lierop
Executive Director and Chief Financial Officer
Mr Dhari Moodley
Group Chief Ethics and Compliance Officer

* Mr Chris Seabrooke was appointed Chairman of the Risk Committee on 13 September 2017.

Mr Moses Kgosana was the Chairman and a member of the Risk Committee until his resignation from the Board and the Committee on 13 September 2017.

Meets twice a year

Key focus areas in 2017

  • Reviewing and monitoring significant risks and potential opportunities
  • Assessing effectiveness of the Group Risk Management process and policy framework
  • Reviewing appropriateness of the combined assurance model
  • Considering the adequacy of information and technology governance structures
  • Monitoring Group ethics and compliance
  • Assessing tax risk and governance

Committee focus 2018

  • Monitor and assess the Group’s response to risks and opportunities
  • Monitor Massmart’s effectiveness in the application of King IV principles and recommended practices
  • Review cyber security, information management and data security interventions
Remuneration Committee
M

Mr Chris Seabrooke
Committee Chairman and Independent non-Executive Director
Mr Kuseni Dlamini
Independent non-Executive Director
Mr Enrique Ostalé
Non-Executive Director
Ms Phumzile Langeni*
Independent non-Executive Director

* Ms Phumzile Langeni was appointed as a member of the Remuneration Committee on 22 November 2017.

Meets four times a year

Key focus areas in 2017

  • Reviewing and updating of remuneration policy in line with King IV requirements
  • Engaging with shareholders on the remuneration policy and remuneration reporting
  • Approving the 80/20 split of financial and non-financial Annual Incentive Plan (AIP) metrics
  • Reviewing and approval of Committee charter pursuant to King IV principles

Committee focus 2018

  • Implementation of the 20% nonfinancial AIP metrics
  • Monitor and assess ongoing application of the remuneration policy
  • Continued entrenchment of our aim to remunerate employees fairly, responsibly and transparently
Nomination Committee
N

Mr Kuseni Dlamini
Committee Chairman and Independent non-Executive Director
Mr Enrique Ostalé
Non-Executive Director
Mr Chris Seabrooke
Independent non-Executive Director
Ms Phumzile Langeni*
Independent non-Executive Director

* Ms Phumzile Langeni was appointed as a member of the Nominations Committee on 22 November 2017.

Meets four times a year

Key focus areas in 2017

  • Succession planning with a specific focus on Executive succession and talent retention
  • Reviewing and approving the Board race diversity policy
  • Reviewing and assessing the application of the Board gender diversity policy
  • Assessment of suitability of recommended appointment of senior executives

Committee focus 2018

  • Review Board and sub-Committee composition in line with Board race and gender diversity policies
  • Assess and recommend non-Executive Directors for appointment to the Board
  • Assess and enhance the effectiveness of succession planning for senior Executives, the CEO, the CFO and non-Executive Board Directors
Social and Ethics Committee
SE

Ms Phumzile Langeni
Committee Chairman and Independent non-Executive Director
Mr Guy Hayward
Chief Executive Officer
Ms Susan Muigai*
Non-Executive Director
Professor Derick de Jongh
Independent permanent invitee

Mr JP Suarez was a member of the Social and Ethics Committee until his resignation from the Board in May 2017.

* Ms Susan Muigai was appointed as a member of the Social and Ethics Committee on 20 May 2018.

Meets twice per year

Key focus areas in 2017

  • Monitoring the Group’s activities relating to labour and employment, the environment, health and public safety, food and other products safety and consumer relations, thereby ensuring good corporate citizenship
  • Reviewing and assessing the effectiveness of the Group’s transformation initiatives including, BBBEE and employment equity
  • Assessing compliance with relevant and applicable legislative and regulatory developments including ethics and anti-corruption standards

Committee focus 2018

  • Fresh Food safety, compliance and testing
  • Employment equity progress and equal pay compliance
  • Responsible Private Label sourcing

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