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Corporate governance

Pick n Pay Holdings Limited

Corporate governance report

KING III

Dispensation by JSE

• Pick n Pay has been granted a dispensation by the JSE from the King III requirement to have a minimum of 2 executive directors, given that 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.
• Pick n Pay Holdings Limited has applied for dispensation from the requirement to appoint a social and ethics committee, as this function is fulfilled by the social and ethics committee formed by the Board of Pick n Pay Stores Limited.
• Pick n Pay Holdings Limited has been granted dispensation from the JSE Listings Requirements of having separate remuneration, risk, nominations and corporate governance committees, as this function is fulfilled for the Group by the Board committees formed by Pick n Pay Stores Limited.

Notes on King III

The Board comprises an equal number of independent and non-independent directors, while King III recommends that a board comprises a majority of independent directors. The structure of the Board was extensively reviewed. It was concluded that the existing structure of the Group is currently in the best interests of all shareholders.

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