Board of Directors

Board meetings

The Board met four (4) times during the year to consider strategic issues, approve financial results and budgets, and to monitor the performance of the Group, executive directors and senior management. Additional meetings are held whenever deemed necessary. The reports of the chairman of each committee, as well as a number of key performance indicators, are considered. The Chairman, in consultation with the Chief Executive Officer and Company Secretary is responsible for setting the agenda for each meeting. Board meetings are scheduled well in advance and management ensures that board members are provided with all relevant information to enable the Board to make well-informed decisions. Board documents are provided timeously to directors. Senior management are also invited to attend board meetings on rotation.

Board structure
Shoprite Holdings has a unitary board of 11 directors, which fulfils oversight and controlling functions. The responsibilities of the Board are set out in the Board charter, evidencing a clear division between responsibilities. The Board consists of five non-executive directors, including the Chairman of the Board, and six executive directors. Four of the nonexecutive directors are independent as defined in the King III Code. In view of the Chairman not being independent, the Board has appointed a lead independent director, Mr JG Rademeyer. The roles
of the Chairman and the Managing Director are separate, ensuring a clear division of responsibilities. A number of board committees assist the board in fulfilling its stated objective. The role and responsibilities of each of these committees are recorded in formal terms of reference. The Audit and Risk Committee has additional responsibilities by virtue of the Companies Act. During the course of the year, changes were made to the terms of reference to adopt the additional JSE Listing Requirements.

Board responsibilities
The general powers of the directors are set out in the Company’s Memorandum of Incorporation. In addition, the Board charter regulates how the Board and its individual members discharge their responsibilities and sets out the scope of authority, responsibility, composition and functioning of the Board. The charter is reviewed from time to time. It is also the aim of the Board charter to ensure that all members of the Board understand their duties and responsibilities, as well as the relevant legislation, regulations and best practices that govern their conduct. The Board is the custodian of corporate governance and ensures that the Group’s business is conducted along sound corporate governance principles. It also adopts strategic plans and through the monitoring of operational performance provide management with effective leadership in line with the Company’s values.

Chairman and Chief Executive Officer
The responsibilities of the Chairman and Chief Executive Officer are clearly separate. Dr CH Wiese is the non-executive chairman who provides guidance and leadership to the board and also ensures that the Board is efficient, focussed and operates effectively as a unit. He also acts as the facilitator at Board meetings, ensuring a flow of opinions and attempts to lead discussions to optimal outcomes. The Chief Executive Officer, Dr JW Basson, reports to the Board and is responsible for the day-to-day business of the Group and the formulation and implementation of strategies once approved by the Board. He is assisted by various heads of operational divisions.

Directors
All non-executive directors, excluding the Chairman, are independent as defined in King III. Through its nominations committee, the Board annually considers and reconfirms the classification of directors as being independent. Their independence in character and judgement, and whether there are any relationships or circumstances which are likely to affect their independence, are all factors that are considered. To uphold their independence and integrity, directors disclose all material interests as and when they arise. A list of directors’ interest is tabled annually. The non-executive directors have unrestricted access to management, all Company information, records and documents and may meet with management separately without the attendance of executive directors. The Company has a formal board induction programme, which is managed by the Company Secretary. Directors are provided with all the necessary documentation to familiarise themselves with aspects that effect the Board. The directors may seek professional advice on any matters concerning the affairs of the Group, at the expense of the Company. The Board, with the assistance of the Nominations Committee, considers the skills, knowledge and experience of the directors as a whole to be appropriate for their responsibilities to the Company’s stakeholders.

Board Appointment
The appointment of directors is a matter for the Board as a whole. The Board is assisted by the Nominations Committee who makes recommendations on the appointment of new executive and nonexecutive directors, including making recommendations on the composition of the Board generally and the balance between executive and non-executive directors. Directors do not have a fixed term of appointment. In terms of the Company’s Memorandum of Incorporation, directors retire by rotation at least once every three (3) years, but can make themselves available for re-election by shareholders. A director may not hold office for more than three (3) consecutive years before standing for re-election. Dr CH Wiese and Messrs JF Malherbe, JA Louw and BR Weyers will retire at the annual general meeting, but offer themselves for re-election.