CORPORATE GOVERNANCE

  

Corporate governance

Pick n Pay Stores Limited

Corporate governance report

Directors' attendance at Board meetings

The Board convenes a minimum of 4 times per year for formal meetings, with additional meetings scheduled when necessary. The table below details each director's Board meeting attendance during the past annual financial period:

Director   16 April  
2012  		 15 June  
2012  		 22 and  
23 October  
2012  		 19 February  
2013  		 AGM  
15 June  
2012  
Gareth Ackerman (Chairman)   P   P   P   P   P  
Richard Brasher (CEO)*   —   —   —   P   —  
Richard van Rensburg (Deputy CEO)   P   P   P   P   P  
Bakar Jakoet (CFO)   P   P   P   P   P  
Suzanne Ackerman-Berman   A   P   P   P   P  
Jonathan Ackerman   P   P   P   P   P  
Hugh Herman (LID)   P   P   P   P   P  
Ben van der Ross   P   P   A   P   P  
Jeff van Rooyen   P   P   P   P   P  
Lorato Phalatse   P   P   P   P   P  
Alex Mathole**   P   P   P   P   P  
David Robins   A   P   P   P   P  
P = present
A = apologies
*   Appointed in 2013.
**   Alex Mathole resigned with effect from 28 February 2013 to take up an executive position with a major supplier to the Group.  

 

Board subcommittees  

The Board is assisted by 6 subcommittees as set out below:  

Committee   Roles and responsibilities  
Audit committee   For details on this committee, please refer to the audit committee report here.  
Remuneration committee   For details on this committee, please refer to the remuneration report here.  
Nominations committee   The nominations committee is chaired by Gareth Ackerman, as a representative of the controlling shareholder. The majority of the members, Lorato Phalatse and Ben van der Ross, are independent non-executive directors. Checks in place include the fact that the majority of members are independent non-executive directors, that the Board retains the authority to appoint directors recommended by the committee, and that all directors appointed by the Board are referred for election by shareholders at the earliest opportunity. The committee is responsible for identifying and evaluating suitable candidates for possible appointment to the Board. Requirements include independence, integrity, tough-mindedness and respect for the values and principles of the Group. The committee meets on an ad hoc basis. The committee identifies a list of candidates to be considered, and establishes availability, willingness and suitability. The authority to appoint directors remains with the Board. Candidates identified by the committee are interviewed by all the non-executive directors before the potential appointment is referred to the Board for a decision. Given the importance to the Group of the search for a new CEO, in this instance the nominations committee was expanded to include all non-executive directors on the Board.  
Corporate governance committee   The corporate governance committee reviews and evaluates the governance practices and structures of the Group, and recommends any changes to the Board for a decision. The focus is on implementing King III’s recommendations and ensuring that the Group complies with the code of corporate practices and conduct. In addition, international standards of corporate governance are considered alongside local practices. The committee comprises Gareth Ackerman, as Chairman, and Jeff van Rooyen. The Chairman is not independent. Checks in place include the Company's commitment to conduct its affairs in accordance with the highest standards of corporate governance, and the self-evident desire to uphold the proud record of the Ackerman family in the history of South African corporate governance and social responsibility. The committee meets with the Company Secretary and relevant members of the Board and management, as required, ensuring that corporate governance structures are appropriate and effective.  
Corporate finance committee   The Company has formed the corporate finance committee to ensure that the interests of all shareholders are taken into account when investment decisions are made. Authority to accept or reject investment opportunities remains with the Board. Meeting on an ad hoc basis, this committee assists the Board in assessing investment opportunities for the Pick n Pay Group. Chaired by Jeff van Rooyen, the committee comprises independent non-executive directors.  
Social and ethics committee   For details on this committee, please refer to the social and ethics committee report here.  

 

View other reports

»

Pick n Pay Stores Group:
Notice and proxy and summarised results

»

Pick n Pay Holdings Group:
Notice and proxy and summarised results

»

Pick n Pay Stores Limited & Pick n Pay Holdings Limited:
Sustainable Living Report

Integrated Annual Report 2013    |    www.picknpay.co.za    |    www.picknpay-ir.co.za