Corporate governance report

Pick n Pay Holdings Limited

 

This report deals with the corporate governance of Pick n Pay Holdings Limited which is the controlling company of Pick n Pay Stores Limited. The Company has minimal operating activities and the majority of the operating activities occur in Pick n Pay Stores Limited. Please note that only principles specific to Pick n Pay Holdings Limited are dealt with in this report as the majority of the principles have already been discussed in the Pick n Pay Stores Limited corporate governance report.

DIRECTORS 

The Board comprises six 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. One of the six non-executive directors (Gareth Ackerman) is an executive director of Pick n Pay Stores Limited. 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 appointment of all directors to the Board requires shareholder approval at the AGM. On appointment to 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.

INDEPENDENCE OF DIRECTORS

Hugh Herman; René de Wet and Jeff van Rooyen are independent in terms of King III. Their independence has been thoroughly scrutinised given their years of service on the Board. Gareth Ackerman is not independent due to his relationship with the Group’s ultimate controlling shareholder.

BOARD SUB-COMMITTEES

Pick n Pay Holdings has a separate audit committee consisting of non-executive directors but it does not have separate remuneration, risk, nomination, corporate governance and social and ethics committees as the tasks relating to these committees are undertaken by the Group as a whole.

REMUNERATION REPORT

No separate remuneration report is presented as the only remuneration paid by the Company is non-executive directors’ remuneration which is approved by the Board as a whole.

Fees for the current year and proposed for next year, for Board members not serving on the Stores Board, are as follows:

 

Proposed 
2013 

2012 

Fees 

57 000 

53 000 

 

ASPECTS OF KING III UNDER REVIEW

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

DIRECTOR'S ATTENDANCE AT MEETINGS

Board meetings

Director

15 April 
2011 

18 October 
2011 

22 February 
2012 

AGM 
10 June 
2011 

 

Raymond Ackerman (Chairman)

 
 

Gareth Ackerman 

 
 

Wendy Ackerman 

 
 

René de Wet 

 
 

Hugh Herman 

 
 

Jeff van Rooyen (appointed 1 May 2011)

— 

 
 

Jonathan Ackerman (alternate director)

 
 

Suzanne Ackerman-Berman (alternate director)

 

Dave Robins (alternate director) 

 

Audit committee meetings

Director

15 April 
2011 

18 October 
2011 

 

René de Wet (Chairman)

 
 

Hugh Herman 

 

Jeff van Rooyen (appointed 18 June 2011) 

— 

P = Present