performance measures and targets. The King IV register Director of Marsh Inc, Zensar SA, Makhup Properties, Kapela Holdings and its subsidiaries. Tiger Brands reviews its operations and strategy to ensure 4.8 The Board shall, with the support and guidance of the Remuneration Committee, adopt remuneration policies that are fair, responsible, adequate and reasonable notice of such meeting. There shall at all times be a majority of is available on the company's website www.tigerbrands.com. 9.5 From time to time, the non-executive directors shall meet without any members of the executive management team being present, for the Appointed: December 2016 2.9 As per the provisions of the Memorandum of Incorporation of the Company, at least one third of the non-executive directors shall retire 1.2 The board of directors of Tiger Brands Limited (“the Board”) fully subscribes to the principles of good corporate governance, as elaborated Appointed: July 2012 4.3 The Board shall appoint the chief executive officer (CEO) and formally evaluate the performance of the CEO annually against agreed Yokesh joins Tiger Brands from Distell Limited, where he was managing director: Africa from 2017. On 4 March 2018, the National Consumer Commission (NCC) issued a directive to Tiger Brands to recall specific ready-to eat and ready-to-cook products. 1.1 Shareholders of the Company ("Tiger Brands Shareholders") are referred to the Company's 2018 audited results announcement released on 22 November 2018 wherein the board of directors of Tiger Brands ("the Board") advised 3.2 At the beginning of each meeting of the Board and its committees, all directors shall be required to declare whether they have any conflicts independence of independent non-executive directors who have served for more than 9 years and the outcome of such assessments will the year. party or to harm the Group in any way; to a subsidiary company and the interests of the Company as holding company, the duties of the director to the subsidiary company must of interest in respect of any matter on the agenda. appointed has the necessary competence, gravitas and objectivity to provide independent guidance and support at the highest level of the board appointed Emma Mashilwane as chairman of this committee, with an additional independent non-executive director as a member, namely Mark Bowman. situations and succession over the longer term) and periodically review these plans. The chairman of Tiger Br… on in the King IV Code and listed in Annexure A hereto and regards these as fundamentally important to the business success and Non-executive director of Oceana Group and Empresas Carozzí (Chile), Non-executive director of Oceana Group and National Foods Holdings (Zimbabwe). 4.6 The Board shall review material stakeholders as recommended by the Social, Ethics and Transformation Committee. statutory and regulatory requirements, including the JSE Listings Requirements and the Company’s Memorandum of Incorporation. Integrated Annual Report Principle 1: Leadership – The Board should lead ethically and effectively, Principle 2: Organisational ethics – The Board should govern the organisation in a way that supports the establishment of an ethical culture, Principle 3: Responsible corporate citizenship – The Board should ensure that the organisation is and is seen to be a responsible corporate The board has access to the services and advice of the company secretary, Advocate Kgosi Monaisa. In executing its mandate, the board reviews business models to ensure they support value creation, ensures that an effective systems of risk management and internal controls are in place, and establishes a culture of ethical leadership across the group. the circulation of price sensitive information and to ensure equal treatment of all shareholders. every year thereafter with the assistance of the Nomination and Governance Committee, it is concluded that such director exercises following: 7.2.1 effective collaboration through cross-membership between committees, where required; coordinated timing of meetings; and member shall send an email to the Company Secretary indicating their approval of the minutes, within 10 (ten) business days. The Tiger Brands board of directors is committed to integrity through effective corporate governance. The company's memorandum of incorporation requires that one-third of directors must retire each year, beginning with those who have been in office the longest. The company Board and/or the Company but shall exclude advice concerning the personal interests of the director concerned. but the terms of the engagement must be competitive, clearly recorded and all legal requirements with regards to disclosure must be In order to determine whether the chair is able to perform the duties of his office effectively, The JSE Listings Requirements stipulate that The chairman of the Tiger Brands board, chairman of the nominations committee, and chairman of the remuneration committee are required to authorise these appointments based on a recommendation from the CEO. sustainability of the Company and the Group. and enhance the reputation of the Company and the Group. of developments in the business environment and markets that may have a material impact on the Group business. On 15 August 2018, Swazi Tshabalala stepped down as a non-executive director, followed by Rob Nisbet, who also stepped down as a non-executive director on 7 September 2018. Chief growth officer: Exports, International and Snacks, treats & beverages Chief supply chain officer Tiger Brands on Wednesday said Khotso Mokhele would succeed Andre Parker as chairman of the company. Chief marketing officer in decision-making in the best interest of the Company. director is bound by ethical or contractual obligations of non-disclosure; 7.5 The chair of the Board: 7.5.1 shall not be a member of the Audit Committee; 16.2 The Board is responsible to monitor compliance with applicable laws and with those non-binding rules, codes and standards with which Deepa Sita will join the company as Chief Financial Officer and Executive Director on Oct. 1, 2020 (news posted on July 27 2020). counsel, mostly in the FMCG industry, and 1.3 To guide its effective functioning the Board approved this charter (“the charter”), the provisions of which shall at all times be subject to all secretary shall have unfettered access to the Board but, for reasons of independence, shall maintain an arms-length relationship with the In the annual review process, which was conducted internally in 2018, the directors confirmed that all committees had fulfilled their obligations for the period and operated within their terms of reference. 5.1.2 conduct himself in a professional manner; duties in the best interest of the Company and with due care, skill and diligence. and standards in a way that supports the organisation being ethical and a good corporate citizen, Principle 14: Remuneration governance – The Board should ensure that the organisation remunerates fairly, responsibly and transparently Becky was previously with AB-Inbev as brand director: Castle Light Africa after filling senior brand leadership roles from 2013. The board is guided by the principles in the King IV Report on Corporate Governance, JSE Listings Requirements, Companies Act No 71 of 2008 and other relevant laws and regulations. She essentially has extensive food experience across all continents. as possible. Any material incidences of non-compliance should be and transparent and are also aligned with the strategy of the Company while linked to individual performance. or potential conflict; 9.11 Board meetings may be conducted via telephone or video conference facilities provided that all concerned can actively participate in the Non-executive director of Dis-Chem and Mr Price Group and director of Signall Mill Products. 15.1 The Board subscribes to the principle that both internal and external disputes should be resolved as effectively, efficiently and expeditiously 9.9.1 Minutes of meetings will be completed within 10 (ten) business days of the meeting and circulated to relevant members of the 4.1 The Board shall serve as the focal point and custodian of corporate governance in the Group and shall exercise its leadership role by: 4.1.1 Approving the definition of value creation and oversee that value is being created for stakeholders by executive directors and Partner at SYSTEMIQ. of the meeting shall circulate the minutes to the Board/Board Committee for comment and approval; The investment committee is chaired by the chairman of the board, Dr Khotso Mokhele, supported by two independent non-executive directors, namely: The committee met twice in 2018, with attendance set out below. to vote or be counted for quorum purposes. 14.2 To the extent provided for in the formal delegation of authority framework, adopting and implementing policies and procedures of the The committee oversees Tiger Brands' transformation objectives and broad-based black economic empowerment (BBBEE) activities. Chairman of AECI and non-executive director of Afrox, MTN Group, Mapitso Consortium, Hans Merensky Holdings, Kenosi Investment Holdings. Special adviser to the minister of Science and Technology and chancellor of the University of the Free State. 9.9 Draft minutes of a meeting shall approved as per the following timeline –. consideration to issues such as the preservation of business relationships and costs, both in money and time, especially executive time, the capitals it uses and affects as well as of the key laws, rules, codes and standards applicable to the Group; 4. reasonable and informed third party, is likely to influence unduly or cause bias in decision-making. The board is determined to achieve its target of 50% for women and black representation by 30 September 2022. The formal induction programme for all new directors is monitored by the nominations committee, which assumes responsibility for the induction process and ongoing board development programme for all directors, assisted by the company secretary. immediately reported to the Board by the CEO. Chief growth officer: Grains and Consumer Brands The social, ethics and transformation committee's activities are set out here. However, Lawrence Mac Dougall is a member of the social, ethics and transformation committee. 9.1 The Board shall hold sufficient scheduled meetings to discharge all its duties but subject to a minimum of 4 (four) meetings per year, In the year ahead, while we continue to resolve issues emanating from the crisis and deal with the complex environment of multi-categories, the board and management also recognise the need to maintain focus on driving the health and wellness agenda and deliver sustainable growth that creates value for all stakeholders. Tiger Brands Limited (JSE: TBS) is a South African packaged goods company. Oct 2018 – Present 2 years 1 month. Oversees the integrity of the company's financial reporting. After taking into account, among other considerations, the extent to which the diversity of his views, skills and experience continue to enhance the board's effectiveness, the board is satisfied that Dr Mokhele's independence is not impaired by his length of service. No board fees were paid for these meetings. Tiger Brands is one of the leading mass consumption product distributors in South Africa. or unsuitable directors from the Board. consider and approve, if the subsidiary company’s board considers it appropriate. 2.5 The Nomination and Governance Committee shall assist with the identification of suitable candidates for appointment to the Board. 9.9.2 Executive Management shall comment and approve said minutes within 5 (five) business days after receipt; 6.2 Where deemed necessary, directors shall be assisted, with the guidance of the chair, to participate in development and mentoring 1.2 The board of directors of Tiger Brands Limited (“the Board”) fully subscribes to the principles of good corporate governance, as elaborated on in the King IV Code and listed in Annexure A hereto and regards these as fundamentally important to the business success and sustainability of the Company and the Group. 2.8 The Board shall set targets for race and gender representation in its membership and report on performance against such targets, as also Oct 2017 – Present 3 years 1 month. 7.5.4 may be a member of the Risk and Sustainability Committee and may be its chair; and The chair shall approve the rationale and direct to the company secretary to assist. 10.3 Dissemination of company information The audit committee chairman's report is set out here. Its diversity lends important perspective and depth to the group. 2.1 Setting the ethical tone for the Board and the Group. avoidance of duplication or fragmented functioning in so far as possible; ask the relevant director to recuse themselves from participating in discussions and taking decisions in respect of matters in which they have a conflict Tiger Brands Limited manufactures, processes, and distributes food products which include milling and baking, confectioneries, general foods, edible oils, and derivatives. 2.7 Acting as a link between the Board and management and in particular between the Board and the chief executive officer. S’ne is a former senior vice president, group human capital for the Sasol group since 2016. Clive retired as an executive director on 20 February 2018 after serving on the board of Tiger Brands since February 2000. Notice of Annual General Meeting, Currently viewing: Corporate governance / Next: Audit committee report. 7.5.3 shall be a member of the Nomination and Governance Committee and may be its chair; Committee, Remuneration Committee, Nomination and Governance Committee and Investment Committee. be reported on in the integrated report. 7.2.2 where more than one committee has jurisdiction to deal with a similar matter, the specific role and positioning of each committee The Social, Ethics and Transformation (SET) … governance in the organisation, Principle 7: Composition of the governing body – The Board should comprise the appropriate balance of knowledge, skills, experience, 9.6 Members of senior management and service providers may be invited by the chair to attend meetings of the Board but shall not be entitled fairness and transparency and, as such shall be expected to: 5.1.1 act in the best interest of the Company, in good faith and with integrity and adhere to all relevant legal standards of conduct; The board looks forward to benefiting from her insights and perspectives. 9.8 The Board’s discussions shall at all times be open and constructive. In addition to the company's South African operations, Tiger Brands also has direct and indirect interests in international food businesses in Chile, Zimbabwe, Mozambique, Nigeria, Kenya and Cameroon. management contribute to role clarity and the effective exercise of authority and responsibilities, Principle 11: Risk Governance – The Board should govern risk in a way that supports the organisation in setting and achieving its strategic As the board is committed to the highest standards of corporate governance, it executed its duties responsibly and acted independently when reviewing reports presented by management. programmes where available. preparation time ahead of each meeting to ensure that he is in a position to contribute to Board and committee discussions and Chief customer officer required by the JSE Listings Requirements. 2.2 The chair of the Board shall be an independent non-executive director who shall lead the Board in the objective and effective discharge 4.1.4 overseeing and monitoring of implementation and execution of strategy by management; and This is the last time I buy Instant Oats from Tiger Brands - it is laden with salt to the extent that it is not edible. Chief financial officer All directors have the relevant knowledge, skills and experience to make a meaningful contribution to the business of the company. 9. 2.4.4 ensuring that the on-going effectiveness and development of the Board, Board committees and individual directors is reviewed annually. The audit committee was chaired by an independent non-executive director, Rob Nisbet, who stepped down as director and accordingly as a member and chairman of the audit committee on 7 September 2018. 1.5 Unless inconsistent with the content, an expression which denotes any one gender includes the other genders. these support the integrity of information for internal decision-making and of the external reports, Principle 16: Stakeholders – In the execution of its governance role and responsibilities, the Board should adopt a stakeholder-inclusive 30 September 2018, with a range of corporate leadership skills, industry expertise and diversity appropriate to lead and best achieve the company's strategic objectives in this competitive environment. regular basis. Ten special board meetings were held in the calendar year to deal with this crisis. 14.3 The Board shall implement a formal Group governance framework as recommended by King IV and shall review such framework on a 2.4.2 overseeing a formal succession plan for directors and senior management of the Company; 2.8 Ensuring that complete, timely, relevant, accurate, honest and accessible information is placed before the Board to enable directors to reach an informed so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term, Principle 15: Assurance – The Board should ensure that assurance services and functions enable an effective control environment, and that 2.6 Dealing with conflicts of interest which may arise, ensuring compliance with all internal and external legal requirements. organisation setting and achieving its strategic objectives, Principle 13: Compliance governance – The Board should govern compliance with applicable laws and adopted, non-binding rules, codes Chief strategy officer 11.1 A formal assessment of the performance of the Board, chair, individual directors and Board committees shall be done every two years in On 20 February 2018, Clive Vaux retired as an executive director. 13.3 A director shall give prior written notice to the chair, with a copy to the company secretary, of his intention to seek independent professional The Board shall approve the employment contract and remuneration of the company secretary and ensure that the person delegation of power. Bloomberg - Sign up to our Next Africa newsletter and follow Bloomberg Africa on Twitter Tiger Brands Ltd. cut as many as … by rotation on an annual basis. 2.3 Ensuring, in conjunction with the chief executive officer and the company secretary, that an annual work plan for the Board is developed and playing an The board appointed For while the costs associated with cost of goods, selling, general and administrative and debt all increased as a percentage of sales, the 3.06% growth in revenues contributed … 5.1 In fulfilling his responsibility to the Company, a director shall be expected to exhibit integrity, competence, responsibility, accountability, other relevant committees of the Board, with an annual report on compliance being submitted to the Board via this committee. In this regard, the chair must 9.2 The company secretary shall be required to facilitate the process of setting the agenda for each meeting as agreed with the chair and The committee assessed all investment opportunities identified The board has delegated certain functions to its committees to assist in meeting its oversight responsibilities. 2.5 Presiding over Board meetings and ensuring that time in meetings is used productively. 12.2 Full disclosure of all fees paid to directors for their services as directors shall be made in the Integrated Report. 12. This covered the performance of the board, individual directors retiring by rotation, board committees Non-executive director of Mpact Limited, Truworths International Limited, Datatec, AIG SA Group, trustee of Nelson Mandela Foundation. A self-assessment, via individual questionnaires, was performed in FY18. Board and the directors. 11.3 An overview of the evaluation process, results and action plans shall be disclosed in the Integrated Report. Attendance is set out below. 8.3 The company secretary shall report to the Board via the chair on all statutory duties and functions performed in connection with the Board. Non-executive director of International Breweries plc, a subsidiary of AB-Inbev, Sterling Bank plc and Novotel: Port Harcourt, Nigeria (member of Accor Hotels group). The national Listeria crisis was devastating for Tiger Brands as a company, for our people, but most importantly for the affected families. 7.1 The Board shall delegate certain of its functions to well-structured committees but without abdicating its own responsibilities. Company profile page for Tiger Brands Ltd including stock price, company news, press releases, executives, board members, and contact information The need for continuing professional development programmes shall be identified as part of the periodic strategy, business model, performance an, Principle 5: Reporting – The Board should ensure that reports issued by the organisation enable stakeholders to make informed assessments in relation to such matter are defined to ensure complementary rather than competing approaches; and Risk Management Policy satisfied with the advice received, seek independent professional advice at the Company’s expense in the furtherance of their duties as indicators holistically and on a substance-over-form basis when assessing the independence of a director for purposes of the Noel Patrick Doyle is Chief Executive Officer at Tiger Brands Ltd. See Noel Patrick Doyle's compensation, career history, education, & memberships. Chief growth officer: Consumer brands Prior to her appointment, she was responsible for leading the global capital campaign for the Nelson Mandela Children’s Hospital Trust. 9.9.3 Should no comments be received by 12:00 midday on the 6th (sixth) business day following circulation, the company secretary Non-executive director of Murray & Roberts, Famous Brands. and that of its committees, its chair and its individual members, support continued improvement in its performance and effectiveness, Principle 10: Appointment and delegation to management – The Board should ensure that the appointment of, and delegation to, these remain aligned with the principles of good governance, accountability, fairness, integrity, responsibility and trust. Kamal was previously with AB-InBev Africa as director: strategic projects since 2016.