The Board has a charter setting out its policies, roles and responsibilities in the execution of its mandate:
- to direct the Group towards the achievement of the Massmart vision
- to be accountable for the development and execution of the Group’s strategy, operating performance and financial results, all practised within the Group’s Governance Authorities which describe the specific levels of authority and required approvals for all major decisions at both Group and Divisional level
- to clarify which executive position, committee or board needs to be consulted prior to taking the decision, which body makes the decision and which bodies should thereafter be informed of the decision
- to be responsible for its own composition, the appointment of the Chairman and the Chief Executive Officer, and the constitution and composition of its sub-committees
Role of all directors is to bring independent judgment and experience to the Board’s deliberations and decisions. They are encouraged to take independent advice, at the Company’s cost, for the proper execution of their duties and responsibilities, and also have direct, unfettered access to the Group’s external auditors, professional advisers and to the advice and services of the Company Secretary. Independent directors have unrestricted access to any executive, manager or employee in the Group.
The Board comprises two Executive Directors, five independent non-Executive Directors and three non-Executive Directors.
About Massmart Non-executive Directors
John Peter (JP) Suarez (55)
Executive Vice President and Chief Administration Officer, Walmart International
JP was previously a Walmart-Appointed nominee on the Board until his resignation on 26 May 2017. With his extensive international retail experience and knowledge of the Massmart business, JP will add significant value to the Massmart business and Board discussions. He is currently the Executive Vice President and Chief Administrative Officer, Walmart International with responsibility for International Technology, International Supply Chain and International Leverage, and previously held various senior executive roles including, more recently as Executive Vice President, Realty for Walmart U.S.A
Lindiwe Mthimunye (45)
CA (SA), B.Com (UCT), PG. Diploma in Accounting (UCT), PG. Diploma in Tax Law (Wits), M.Com (UCT)
Member of the Audit and Risk Committee
Lindiwe brings to the Board a wealth of: accounting, operational management, investment banking, FMCG, retail and commercial real estate experience. She has previously held a variety of senior and executive leadership roles, including Group Chief Financial Officer of Petro SA and is currently the Managing Director of Petroleum Investments Partners. She is also a seasoned and experienced non-Executive Director, having held board roles in listed and non-listed entities in a number of sectors including in: retail, FMCG, construction, automotive and financial services. She currently serves on the Boards and Committees of large corporates, including Pioneer Foods Limited, Torre Industries Limited, Metrofile Limited and Sabvest Limited.
Olufunke (Funke) Ighodaro (55)
B.Sc Hons. (Salford University) and Fellow of the Institute of Chartered Accountants in England and Wales.
Non-executive member of the Board and Chairman of the Audit and Risk Committees
Funke Ighodaro is an independent non-executive director and audit committee member of Datatec Limited, independent non-executive director of the Institute of Chartered Accountants in England and Wales Members’ Advisory Board for Africa, independent non-executive director and chairperson of the audit committee at Transaction Capital Limited and director of Emerging Markets Telecommunications Services Limited, (formerly Etisalat Nigeria, now trading as 9mobile). Previously, Funke held various senior executive roles including: Chief Financial Officer of Tiger Brands Limited until 2016, Chief Financial Officer of Primedia Limited until 2011 and executive director of Kagiso Trust Investments and managing director of its private equity business until 2001.
Kuseni Dlamini (50)
BA (Hons) (KZN), MPhil (Oxon)
Chairman of the Board, Chairman of the Nomination Committee and a member of the Remuneration Committee
Appointed 10 April 2014
Kuseni Dlamini is the Chairman of JSE-listed Aspen Pharmacare Holdings Ltd, the leading pharmaceutical manufacturer in the southern hemisphere with operations in over 50 countries. He recently joined the board of The American Chamber of Commerce in SA. Kuseni is the former CEO of Old Mutual South Africa and Emerging Markets. Prior to this he was the Head of Anglo American South Africa and a member of the Executive Committee of Anglo American in London and was Director of Anglo Platinum.
He is also the former Executive Chairman of Richards Bay Coal Terminal Company (RBCT) Ltd and a former Chairman of Anglo Operations (Pty) Ltd. As part of his career in mining he held a number of senior positions at Anglo Gold Ashanti and De Beers Consolidated Mines Ltd in South Africa and the United Kingdom.
Kuseni is a graduate of the Universities of KwaZulu-Natal, Durban, and Oxford where he was a Rhodes Scholar.
In March 2008, he was named a ‘Young Global Leader (YGL)’ by the World Economic Forum and, during the same month, Miningx selected him as one of the top 100 most influential people in South African mining. In June 2008, the Mail & Guardian named him as one of the top 200 young people worth taking to lunch and in the same year and month, The Economist referred to him as “A Rare Commodity’. In 2010, the World Economic Forum appointed him a member of the Global Agenda Council on Economic Growth and Poverty Alleviation. In 2011, he was appointed co-Chairman of the annual World Economic Forum (WEF) Africa Summit which brings together Heads of States, leading politicians and business leaders to debate the state of Africa in a changing world on an annual basis.
Kuseni is active in professional bodies and charities which include the South African Institute of International Affairs (SAIIA), Common Purpose and the Advisory Board of GIBS Business School. He is also a member of the Council of the University of Pretoria and former Chairman of the Board of South African National Parks (SANParks).
Dr Nolulamo (‘Lulu’) Gwagwa (58)
MSc (KZN), MSc (LSE), PhD (UCL)
Member of the Audit and Risk Committee, Chairman of the Social and Ethics Committee
Appointed 1 November 2006
Lulu is Chief Executive Officer of Lereko Investment Proprietary Limited. She was Deputy Director General in the National Department of Public Works, responsible for establishing the national public works programme, and completed a five-year term as the CEO of the Independent Development Trust. She has served on various Government commissions, and is currently a non-executive director of FirstRand Limited, Aurecon and Sun International Limited.
Phumzile Langeni (43)
BCom (Natal), BCom Hons (UNISA)
Chairman of Remunerations Committee. Member of the Audit, Risk and Nominations Committees’
Appointed 25 August 2004
Phumzile is the Executive Chairman of Afropulse Group Proprietary Limited, a women-led investment, investor relations and corporate advisory house. She is a stock broker by training and was previously the economic adviser to the Minister of Minerals and Energy. Phumzile is the non-executive chairman of Astrapak Limited, a non-executive director of Imperial Holdings Limited, Primedia Proprietary Limited, Transaction Capital Proprietary Limited, Metrofile Holdings Limited and other unlisted companies.
Enrique Ostalé (57)
Member of the Nominations and Remuneration Committee. Permanent Invitee to Audit and Risk Committees’
Commercial Engineering, Major in Business Administration (Adolfo Ibáñez University, Chile) and MSc in Accounting and Finance (London School of Economics (LSE))
Appointed 24 February 2016
Enrique Ostalé assumed his expanded role in February 2016 after serving as president and CEO of Walmart Mexico, Central America and Latin America. From 2006 to February 2013, Enrique served as president and CEO of Walmart Chile. His experience in this latter post included his leadership of the successful transition of the D&S chain, acquired by Walmart Stores Inc. in 2009, into today’s Walmart Chile. Part of his work involved imprinting the seal of Walmart’s corporate culture on the organization, adopting along with his team the mission of “helping people save money so they can live better” and incorporating the promotion of sustainability as one of the operational pillars of the business.
Ostalé joined D&S in 1989, serving initially as manager of its financial division, then of its merchandising division and subsequently as manager of its Lider format before becoming its CFO. In 2000, he left the company to take up a position as CEO of Emol, the online service of the El Mercurio newspaper. Between 2002 and 2006, he was dean of the Business School of the Adolfo Ibáñez University before returning to D&S as its general manager, president and CEO.
During his career in Chile, Enrique has, among other activities, been a director and vice president of the Instituto Chileno de Administración Racional de Empresas (ICARE) and served on the governing council of Fundación País Digital and the advisory councils of the Sociedad de Fomento Fabril (SOFOFA), the Cámara de Comercio de Santiago and the Corporación Red de Alimentos. In 2012, he received the “Executive of the Year” prize awarded by Ernst & Young and the El Mercurio newspaper.
Susan Muigai (48)
Executive Vice President, Human Resources at Walmart Canada and a member of the Social and Ethics Committee
Appointed 26 May 2017
Susan is currently the Executive Vice President, Human Resources at Walmart Canada, where she has previously held various senior roles during the last number of years. She has also held leadership roles in Risk Management and Internal Audit, along with completing global assignments while serving as senior vice president, general counsel and chief ethics officer in Walmart India, and vice president, International Real Estate in the U.S.
About Massmart Executive Directors
Mitchell Slape (52)
Masters of International Finance - Thunderbird School of Global Management, Bachelor’s Degree in Finance - Wichita State University.
Massmart Chief Executive Officer and a member of the Risk, Social and Ethics Committees
Mitch joined Massmart on 1 September 2019 as Chief Executive Officer. He has been with Walmart since 1995 and has held several important leadership positions, including global roles in Argentina, Korea, Mexico, Japan and the International Support Center. In his leadership roles, Mitch led all merger and acquisition activity for Walmart International, assumed responsibility for Superama Supermarkets in Mexico and ran operations for the India business prior to joining the Walmart US team. Mitch joined Walmart Japan in 2015 as Chief Operating Officer with responsibility for Store Operations, eCommerce, Marketing and Format Strategy segments of the Japan business. Mitch is fluent in Spanish and received his Masters of International Finance from Thunderbird School of Global Management and his Bachelor’s Degree in Finance from Wichita State University.
Mohammed Abdool-Samad (48)
BCom (UKZN), CA (SA)
Massmart Chief Financial Officer and a member of the Risk Committee
Prior to joining Massmart, Mohammed was Group Finance Director at Illovo Sugar, Africa since 2011. Before Illovo Sugar, he spent a decade in various executive finance roles within Anglo American plc. Mohammed is a qualified CA (SA) and has a BCom from the University of KwaZulu-Natal.
Mohammed joined the Massmart Executive Committee as Chief Financial Officer on 1 August 2019.
The Company Secretary (who is subject to a ‘fit and proper’ test) assists the Board in fulfilling its functions, is empowered by the Board to perform his duties and directly or indirectly:
- assists the Chairman, CEO and CFO with induction of new directors
- assists the Board with director orientation, development and education
- ensures that the Group complies with all legislation applicable/relevant to Massmart
- monitors the legal and regulatory environment and communicates new legislation and any changes to existing
- legislation relevant to the Board and the Divisions
- provides the Board with a central source of guidance and assistance
All directors retire by rotation every three years. Unless requested by the Board to serve a further term, retiring directors are not proposed for re-election by the shareholders. Shareholders must ratify the initial appointment of each director at the first annual general meeting of shareholders following that director’s appointment.
The Board meets four times a year and on an ad hoc basis should a particular issue demand its attention. In addition, the Board meets annually to formally consider and approve the strategies of the Massmart Divisions and Group.
The Board’s authority is devolved sequentially through the Massmart Executive Committee, the Divisional Boards and the Divisional Executive Committees, as formally prescribed by the Massmart Governance Authorities. In addition, the Board has delegated certain specific responsibilities to three Board Committees. These Committees assist the Board and directors in discharging their duties and responsibilities under King III and the Governance Authorities. Full transparency of the Committees’ deliberations is encouraged and the minutes of all Committee meetings are included in the formal Board papers at the ensuing Board meeting. All directors are welcome to attend any Board Committee or Divisional Board meetings.
The Massmart Governance Authorities describe the specific levels of authority and required approvals for all major decisions at both Group and Divisional level. It clarifies which executive position, Committee or Board needs to be consulted prior to taking the decision, which body makes the decision and which bodies should thereafter be informed of the decision. Where appropriate, it now includes the Walmart position on the decision.
The Board works to a formal agenda that covers strategy, structure, operating performance, growth initiatives, sustainability, investor relations, risk and governance, and any other key activities of the Group. An annual agenda structure ensures that other areas including IT and compliance are addressed. Formal Board papers are prepared for every discussion item on the meeting’s agenda and are distributed timeously to Board members.
Annually in September, the Remuneration and Nominations Committee facilitates a comprehensive formal performance evaluation of the CEO, comprising a self-evaluation, a questionnaire evaluating the CEO by every non-executive director, and an appraisal of the CEO by each of his direct reports using a different questionnaire. The Board Chairman provides the summary and feedback of the above to the CEO and he is encouraged to probe and debate any aspect of the evaluation with the Board.
At the same time, all Board members complete a detailed Board self-assessment, covering the composition, duties, responsibilities, process and effectiveness of the Board. Similarly, all Board Committee members complete detailed self-assessments covering the same aspects of their committees. The results of these assessments are collated by the Company Secretary and sent in summarised form to the respective Board and Committee Chairpersons for a formal written response. The summarised results together with the Chairpersons’ written responses are included in the Board papers at the November meeting.
Finally, all Board members formally assess the Chairman’s performance and the Deputy Chairman provides the feedback. These assessments are approached in a constructive manner and provide valuable input that enhances the effectiveness of the Chairman, the Board and its Committees.