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Corporate governance

Pick n Pay Holdings Limited

Corporate governance report

Introduction

This report deals with the corporate governance of Pick n Pay Holdings Limited, the investment holding company of Pick n Pay Stores Limited. Pick n Pay Holdings Limited's sole purpose is the holding of the controlling shareholding in Pick n Pay Stores Limited and the Company therefore has minimal operating activities. Only principles specific to Pick n Pay Holdings Limited are included in this report as most principles have been addressed in the Pick n Pay Stores Limited corporate governance report here.

Directors

The Board comprises 6 non-executive directors of which 3 are independent. In addition, there are 3 alternate directors who are available to step in for Raymond Ackerman, Wendy Ackerman and Gareth Ackerman should the need arise. The alternate directors have a standing invitation to attend all board meetings, but only vote in the absence of the director for whom they alternate. As the Chairman, Raymond Ackerman is not independent, Hugh Herman has been appointed as the lead independent non-executive director (LID). All members of the Board have unfettered access to the LID when required.

Appointment of directors

The appointment of all directors and alternate directors to the Board requires shareholder approval at the annual general meeting (AGM). On appointment to the Board new directors are required to retire and offer themselves for re-election by shareholders at the first AGM following their appointment.

Independence of directors

Of the 3 independent non-executive directors, Hugh Herman and René de Wet have held their positions for longer than 9 years. Their independence has been thoroughly scrutinised by the Chairman and discussed by the Board given their years of service on the Board. The Board is satisfied that, despite their length of service, they remain independent, tough-minded individuals with personal integrity, and they translate their experience in the Group into meaningful interrogation of the Group's implementation of its strategy. All 3 independent directors meet the criteria for independence as established by King III, the Companies Act and the JSE Listings Requirements. The Ackerman family members are not independent given their indirect controlling shareholding of the Group.

Board sub-committees

Pick n Pay Holdings has an audit committee consisting of independent 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 Pick n Pay Stores Limited for the Group.

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 proposed for next year for Board members not serving on the Pick n Pay Stores Board, are unchanged as follows:

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