Pick n Pay Holdings Limited RF
Corporate governance report

Introduction

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

Directors

The board comprises six non-executive directors of whom three are independent. In addition, there are three alternate directors who are available to step in for a non-executive director 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 director (LID). All members of the board have unfettered access to the LID when required. The Company has an exemption from the JSE Listings Requirement to have executive directors, as it has minimal operating activities.

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 a new director is required to retire and offer themselves for re-election by shareholders at the first AGM following their original appointment. Directors are elected for three-year terms.

Independence of directors

Of the three independent non-executive directors, Hugh Herman and René de Wet have held their positions for longer than nine years. Their independence has been thoroughly scrutinised 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 Pick n Pay Group of companies (the Group) into meaningful interrogation of the Group’s implementation of its strategy. All three independent directors meet the criteria for independence as established by King III, the Companies Act and the JSE Listings Requirements. Directors who are members of the Ackerman family are not independent given their controlling shareholding of the Company.

Board subcommittees

Pick n Pay Holdings Limited RF 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 Pick n Pay Stores Limited.

Remuneration report

No separate remuneration report is presented. Refer to the remuneration report of Pick n Pay Stores Limited and note 2 for directors’ fees paid.

Fees proposed for the current and proposed periods, for board members not serving on the Pick n Pay Stores board, are as follows:

	Proposed   2015   R	Actual   2014   R
Total fee	60 000	57 000