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O IghodaroCHAIRMAN OF THE RISK COMMITTEE

The Risk Committee report

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We consider risk management to be a key business discipline designed to balance risk and reward, and to protect the Group against risks and uncertainties that could threaten the achievement of business objectives. The Committee continued to review and assesses the dynamic interventions, within the Group’s available resources and skills, required in response to business-specific, industry-wide and general risks and opportunities.
BOARD MEMBERS
BOARD STATUS
MEMBER SINCE
ATTENDANCE
O Ighodaro (Chairman)
Independent non-Executive
25 May 2018
1/1^
N Gwagwa
Independent non-Executive
20 June 2018
2/2^
G Hayward
Executive
15 May 2001
2/2^
P Langeni
Independent non-Executive
20 June 2018
2/2^
C Seabrooke
Lead Independent non-Executive
01 Feb 2000
2/2^*
J van Lierop
Executive
12 March 2012
2/2^
^Eligibility based on appointment date
*Chris Seabrooke resigned as Chairman and member of the Risk Committee with effect from 30 September 2018
**Dhari Moodley and Joe Ralebepa were redesignated as permanent invitees and no longer members with effect from 20 August 2018 thereby ensuring that the Committee comprises of a majority of non-Executive Directors
Committee Experience
Corporate governance
Compliance
General business management
Leadership
Accounting and finance
Economics/public policy
International retail
Risk management

The Board considers risk management to be a key business discipline designed to balance risk and reward, and to protect the Group against risks and uncertainties that could threaten the achievement of business objectives. The Board’s risk strategy has been established through deliberation with Massmart’s Executive Committee where the Group’s risk tolerance has been considered and balanced against the drive towards the achievement of its strategies and objectives, and the realisation of identified opportunities emanating from the assessment of the Groups risks and opportunities.

The Committee is responsible to the Board for overseeing the Group’s risk management programme. The day-to-day responsibility for risk management, including maintaining an appropriate loss prevention and internal control framework, remains with Massmart’s Executive Committee and Divisional Executives. Each division has developed a risk and loss prevention process that is best suited to its culture, structure and operations.

The Committee’s primary role is one of oversight and monitoring and it reviews and assesses the dynamic interventions, within the Group’s available resources and skills, required in response to business-specific, industry-wide and general risks. The Committee oversees the maintaining of a sound system of governance, risk management and control with regard to operations, safeguarding assets, reliability of management reporting, and compliance with laws and regulations. The Committee tables a Group risk register to the Board twice annually, in February and August, which is aggregated from those prepared by the Divisions and the Massmart Executive Committee.

The Committee is also responsible for reviewing and reporting on the Group’s application of King IV, and played an integral part in aligning the Group’s governance structures and processes with requirements and principles of the King IV.                                                                                      

In the execution of its statutory duties and in accordance with its Charter, the Committee effectively discharged its responsibilities over the past financial year.

As part of the annual risk reporting process, the Divisions’ Risk Officers report any major risk incidents that occurred during the year.  These incidents are defined in the Group Risk Policy as ones that:

  • Directly or indirectly impact annual Divisional earnings before interest and tax or total assets by 5% or more (quantitative), or
  • Have significant qualitative dimensions that may include:
    • A major concern to Massmart Holdings’ public shareholders
    • Serious damage to the reputations of the Division and / or its executives and management
    • Affecting a major portion of the Division’s customer base
    • A large fraud or theft
    • A legal matter that may result in major financial or reputational risk
    • A material ethical or compliance breach, whether qualitative or quantitative
    • A major breakdown in the control environment
    • Significant IT system failure
    • Nationwide media coverage and/or public concern
    • Affecting the Division or Group’s ability to implement or execute its strategy and business objectives

The Committee considers there to be two categories of Group risk that can broadly be described as strategic/environmental risks and operational risks.

Strategic/environmental risks tend to be longer-term and more material in nature and can, in most cases, only be monitored, managed and partially mitigated through longer-term strategic or tactical business responses. These risks, which, for example, include executive talent retention and succession, transformation and supply chain, are the primary focus of the Group’s Risk Management process. 

Operational risks by their nature can be immediately addressed or mitigated by local management actions. These risks – which include in-store health, safety and security, compliance, fire prevention and detection, IT systems and food safety, amongst others – are therefore the direct responsibility of each Divisional Executive Committee where a Loss Prevention or Risk Officer has line-responsibility for overseeing these risks.

Internal control framework

Massmart maintains clear principles and procedures designed to achieve corporate accountability and control across the Group. These are codified in the Massmart Delegation of Authority policy that describes the specific levels of authority and the required approvals necessary for all major decisions at both Group and Divisional level. Through this framework, operational and financial responsibility is formally and clearly delegated to the Divisional Boards. This is designed to maintain an appropriate control environment within the constraints of Board-approved strategies and budgets, while providing the necessary local autonomy for day-to-day operations.

Combined assurance

Identified risks and how assurance is achieved over those risks are reported to the Board through the Massmart Audit and Risk Committees, who assume responsibility for the oversight thereof, on an annual basis. Massmart’s combined assurance model incorporates and optimises all assurance services and functions so that, taken as a whole, they enable an effective control environment; support the integrity of information used for internal decision making by Management and the Board; and support the integrity of the Group’s external reports.

Massmart adopts a collaborative approach to risk identification, mitigation and assurance activities between the management of the various Divisions, Head Office support functions and internal and external assurance providers. The Divisional risk committees give feedback on their significant risks and material matters to the Risk Committee, who ultimately own and manage risks, and in turn give feedback to the Board thereon.

The Board, through the Risk Committee, objectively reviews the Group’s combined assurance model bi-annually, forming an opinion on the integrity of information and reports, and the degree to which an effective control environment has been achieved. An important role of Massmart’s Audit Committee, as delegated by the Board, is to monitor and supervise the effective function of MAS to provide an objective overview of the operational effectiveness of the Group’s systems of internal control and reporting.

Litigation and other contingent liabilities

During the 2018 reporting period, we managed various litigation matters, regulatory complaints and other contingent liabilities which were considered risks for the Group, some of which have been successfully resolved while others remain ongoing. In the period, a competition complaint referral by the Competition Authority of Botswana (CA) brought against Trident Holdings Limited, a wholly owned subsidiary of Massmart International Holdings Limited was finally settled with the CA during April 2018 without the imposition of penalties.  The Competition Commission (Commission) grocery retail sector market inquiry panel which is considering, amongst other issues, the potential anti-competitive effects of exclusive lease terms completed its final round of public hearings in Pretoria in November 2017. Massmart and a number of big retailers, select property funds and banks were invited, and Massmart participated and made further submissions in this round of consultation and public hearings. On 26 September 2018 the Commission issued a notice in the Government Gazette in terms of which it extended the completion date of the Inquiry from 28 September 2018 to 30 September 2019 in order to allow the panel more time to consult further with key stakeholders and to finalise and publish its provisional report of its investigation.

Olufunke Oghodaro
Chairman of the Risk Committee

04 April 2019