This report considers the corporate governance of Pick n Pay Holdings Limited which is the controlling company of Pick n Pay Stores Limited. Please note that only principles specific to Pick n Pay Holdings Limited are dealt with here as the majority of the principles have already been discussed in the Pick n Pay Stores Limited Corporate Governance report above.

Directors

The Board comprises five directors who are all non-executive. In addition, there are three alternate directors who are available to step in for a non-executive director should the need arise. Three of the five non-executive directors are also non-executive directors of Pick n Pay Stores Limited and two directors are considered independent, which independence has been thoroughly scrutinised given their years of service on the Board. As the Chairman, Raymond Ackerman, is not independent, Hugh Herman has been appointed as the Lead Independent Director (LID). All members of the board have unfettered access to the LID when required.

Appointment of directors

The process of appointment followed is the same as disclosed for Pick n Pay Stores Limited.

On appointment to the Pick n Pay Holdings Limited Board (the Board) a new director is required to retire and offer themselves for re-election to the Board by shareholders at the first AGM following their original appointment.

Board committees

The Board has appointed a separate Audit committee consisting of independent non-executive directors but it does not have separate Remuneration, Risk, Nomination and Corporate Governance committees as the tasks relating to these committees are undertaken by the Board as a whole.

Audit committee

The responsibilities of this committee are the same as those set out in the Audit, Risk and Compliance committee for Pick n Pay Stores Limited, except limited to its sole investment in Pick n Pay Stores Limited. The committee meets twice a year to review the results of the Group, to ensure that the governance processes in place for the Group are adequate and to ensure that the carrying value of its investment is recoverable. These findings are reported to the Board within one week of the meetings. Refer here for attendance of members at meetings.

Remuneration report

No separate Remuneration report is presented as the only remuneration paid by the Company directors' is remuneration which is approved by the Board as a whole.

Fees for the current year and proposed for next year are as follows:

	Proposed
	2011		2010
	R		R
Member of the board not serving on the Pick n Pay Stores Limited Board	53 000		50 000

Aspects of King III under review

Over the next financial year the Group will consider application of the following King III proposals:

• The Pick n Pay Holdings Limited Board of directors currently does not comply with the minimum requirement of two executive directors per King III. In this regard, the Company has been granted dispensation by the JSE as it is felt that there would be little benefit obtained from the appointment of executive directors as the Company has no material operating activities other than the receipt of and payment of dividends and assessment of the carrying value of its only investment in Pick n Pay Stores Limited.
• The majority of the directors are not independent and the structure is currently under review by the Board.
• The appointment of a third member of the audit committee.