GROUP GOVERNANCE
Pick n Pay Holdings Limited RF
Corporate governance report continued
Directors’ interest in shares
| 2014 | How held* | Balance held at 4 March 2013 000’s |
Additions during the period 000’s |
Average purchase price per share R |
Disposals during the period 000’s |
Average selling price per share R |
Balance held at 2 March 2014 000’s |
Beneficial/ non- beneficial interest |
| Directors’ holdings | ||||||||
| Raymond Ackerman | direct | 1 269.4 | — | — | — | — | 1 269.4 | Beneficial |
| Gareth Ackerman | direct | 0.5 | — | — | — | — | 0.5 | Beneficial |
| indirect | 3 153.0 | 72.0 | 17.64 | — | — | 3 225.0 | Non-beneficial | |
| indirect – spouse and minor children |
40.5 | — | — | — | — | 40.5 | Non-beneficial | |
| Ackerman Investment Holdings Proprietary Limited** | indirect | 255 017.6 | 719.3 | 17.54 | — | — | 255 736.9 | Non-beneficial |
| Mistral Trust** | indirect | 5 308.2 | 107.0 | 19.06 | — | — | 5 415.2 | Non-beneficial |
| Hugh Herman | direct | 80.0 | — | — | (20.0) | 20.50 | 60.0 | Beneficial |
| indirect | 65.0 | 20.0 | 17.36 | (85.0) | 20.61 | — | Beneficial | |
| indirect – spouse and minor children |
14.5 | — | — | (14.0) | 20.68 | 0.5 | Non-beneficial | |
| Alternate directors | ||||||||
| Jonathan Ackerman | direct | 252.0 | — | — | — | — | 252.0 | Beneficial |
| indirect | 1 089.6 | 48.4 | 20.42 | — | — | 1 138.0 | Beneficial | |
| indirect – spouse and minor children |
46.1 | — | — | — | — | 46.1 | Non-beneficial | |
| Suzanne Ackerman-Berman | direct | 242.1 | — | — | — | — | 242.1 | Beneficial |
| indirect | 811.3 | 55.0 | 18.30 | — | — | 866.3 | Beneficial | |
| indirect – spouse and minor children |
6.0 | — | — | — | — | 6.0 | Non-beneficial | |
| David Robins | direct | 886.7 | — | — | (886.7) | 17.54 | — | Beneficial |
| indirect – spouse and minor children |
199.8 | — | — | (8.5)*** | — | 191.3 | Non-beneficial | |
| Public officer | ||||||||
| Bakar Jakoet | direct | 250.0 | — | — | — | — | 250.0 | Beneficial |
| indirect – spouse and minor children |
25.7 | — | — | — | — | 25.7 | Non-beneficial |
| * | Direct interests represent a holding in the director’s personal capacity and indirect interests represent a holding by a family trust of which the director is a trustee. |
| ** | The non-beneficial interest in Ackerman Investment Holdings Proprietary Limited and Mistral Trust represents a portion of the holdings of Raymond Ackerman, Wendy Ackerman, Gareth Ackerman, Jonathan Ackerman and Suzanne Ackerman-Berman. |
| *** | Indirect shareholding reduced by virtue of a child attaining the age of majority during the current financial year. |
| 2013 | How held* | Balance held at 4 March 2013 000’s |
Additions during the period 000’s |
Average purchase price per share R |
Disposals during the period 000’s |
Average selling price per share R |
Balance held at 2 March 2014 000’s |
Beneficial/ non- beneficial interest |
| Directors’ holdings | ||||||||
| Raymond Ackerman | direct | 1 269.4 | — | — | — | — | 1 269.4 | Beneficial |
| Gareth Ackerman | direct | 0.5 | — | — | — | — | 0.5 | Beneficial |
| indirect | 3 153.0 | — | — | — | — | 3 153.0 | Non-beneficial | |
| indirect – spouse and minor children |
40.5 | — | — | — | — | 40.5 | Non-beneficial | |
| Ackerman Investment Holdings Proprietary Limited** | indirect | 254 896.0 | 121.6 | 17.99 | — | — | 255 017.6 | Non-beneficial |
| Mistral Trust** | indirect | 5 308.2 | — | — | — | — | 5 308.2 | Non-beneficial |
| Hugh Herman | direct | 80.0 | — | — | — | — | 80.0 | Beneficial |
| indirect | 65.0 | — | — | — | — | 65.0 | Beneficial | |
| indirect – spouse and minor children |
14.5 | — | — | — | — | 14.5 | Non-beneficial | |
| Alternate directors | ||||||||
| Jonathan Ackerman | direct | 252.0 | — | — | — | — | 252.0 | Beneficial |
| indirect | 1 089.6 | — | — | — | — | 1 089.6 | Beneficial | |
| indirect – spouse and minor children |
46.1 | — | — | — | — | 46.1 | Non-beneficial | |
| Suzanne Ackerman-Berman | direct | 242.1 | — | — | — | — | 242.1 | Beneficial |
| indirect | 811.3 | — | — | — | — | 811.3 | Beneficial | |
| indirect – spouse and minor children |
6.0 | — | — | — | — | 6.0 | Non-beneficial | |
| David Robins | direct | 886.7 | — | — | — | — | 886.7 | Beneficial |
| indirect – spouse and minor children |
199.8 | — | — | — | — | 199.8 | Non-beneficial | |
| Public officer | ||||||||
| Bakar Jakoet | direct | 250.0 | — | — | — | — | 250.0 | Beneficial |
| indirect – spouse and minor children |
25.7 | — | — | — | — | 25.7 | Non-beneficial |
| * | Direct interests represent a holding in the director’s personal capacity and indirect interests represent a holding by a family trust of which the director is a trustee. |
| ** | The non-beneficial interest in Ackerman Investment Holdings Proprietary Limited and Mistral Trust represents a portion of the holdings of Raymond Ackerman, Wendy Ackerman, Gareth Ackerman, Jonathan Ackerman and Suzanne Ackerman-Berman. |
Aspects of king iii
Dispensation by JSE- The Pick n Pay Holdings Limited RF board of directors currently does not comply with the minimum requirement of two executive directors per King III. Pick n Pay has been granted dispensation by the JSE as it is acknowledged that there would be little benefit obtained from the appointment of executive directors as 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 RF has been granted a dispensation from the JSE Listings Requirement that a listed company have a full time finance director, given that the Company has no material operating activities, as set out above.
- Pick n Pay Holdings Limited RF has been granted an exemption by the Companies Tribunal from the need 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 RF has been granted dispensation from the JSE Listings Requirements of having remuneration, risk, nomination and corporate governance committees, as these functions are fulfilled for the Group by the board committees formed by Pick n Pay Stores Limited.
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 no changes will be made at this time.
Directors’ attendance at meetings
Board meetings| Pick n Pay Holdings Limited RF | ||||
| Director | 22 April 2013 |
21 October 2013 |
13 February 2014 |
AGM 25 June 2013 |
| Raymond Ackerman (chairman) | P | P | P | P |
| Gareth Ackerman | P | P | P | P |
| Wendy Ackerman | A | P | P | P |
| René de Wet | P | P | P | P |
| Hugh Herman (LID) | P | P | P | P |
| Jeff van Rooyen | P | P | P | P |
| Jonathan Ackerman (alternate director) | P | P | P | P |
| Suzanne Ackerman-Berman (alternate director) | P | P | P | P |
| David Robins (alternate director) | P | P | P | P |
| P = present A = apologies |
