Pick n Pay Stores Limited

Corporate governance committee report

Role of the committee

The corporate governance committee is governed by a Board-approved charter, which is reviewed annually. It 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.

Composition of committee

The committee comprises Gareth Ackerman as Chairman, and Jeff van Rooyen. 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.

Frequency of meetings

The committee meets on an ad hoc basis.

Period under review

Among other matters, the committee reviewed the following:

• The balance of the Board and the independence of directors;
• The level of fees paid to non-executive directors in the Group;
• Special resolutions in relation to employee loans;
• The role of the lead independent director;
• Chairmanship of Board committees;
• Remuneration policy disclosure; and
• Number of shares reserved for use in share incentive schemes.

For the period under review, the committee is of the view that, in all material respects, the provisions of King III have been applied or adequately explained by the Company. The findings of the committee have been presented to, and confirmed by, the Board.

Gareth Ackerman
Chairman: corporate governance committee

14 April 2014