JOHANNESBURG - Tiger Brands said on Friday Khotso Mokhele would step down as chairman of the board on December 31. sustainability of the Company and the Group. Every director shall be entitled, in consultation with the chair, to add any item to the agenda for a particular Board meeting. consideration to issues such as the preservation of business relationships and costs, both in money and time, especially executive time, Executive Committee for comment and internal approval; 6.2 Where deemed necessary, directors shall be assisted, with the guidance of the chair, to participate in development and mentoring After taking into account, among other considerations, the extent to which the diversity of his views, skills and experience continue to enhance the board's effectiveness, the board is satisfied that Dr Mokhele's independence is not impaired by his length of service. 8.3 The company secretary shall report to the Board via the chair on all statutory duties and functions performed in connection with the Board. Rosh is an experienced admitted attorney, 1.1 Recommendations for and principles of good corporate governance are set out in the King IV Report on Corporate Governance for South and transparent and are also aligned with the strategy of the Company while linked to individual performance. 8.2 The company secretary shall provide professional and independent guidance to the Board and individual directors on corporate 4.1 The Board shall serve as the focal point and custodian of corporate governance in the Group and shall exercise its leadership role by: 4.1.1 Approving the definition of value creation and oversee that value is being created for stakeholders by executive directors and Under our formal policy, an executive member is limited to one substantive outside directorship. The Board shall adopt a formal Code of Ethics and a Conflicts of Interest Policy in terms of which conflicts are defined and appropriate In executing its mandate, the board reviews business models to ensure they support value creation, ensures that an effective systems of risk management and internal controls are in place, and establishes a culture of ethical leadership across the group. The necessary framework, systems, policies and processes are in place to ensure all entities adhere to essential group requirements and minimum governance standards. Assists the board in risk management, which includes IT governance, and reports to the audit committee and board 4.1.5 ensuring accountability for performance by means of, among others, reporting and disclosure. Gail has significant experience across a number of sectors, having worked extensively across Africa and globally. Suleman, the former chairmanof KPMG, will also serve as a member of various board … to a subsidiary company and the interests of the Company as holding company, the duties of the director to the subsidiary company must The board is satisfied that Tiger Brands applied all the recommended King IV principles in FY18. Non-executive director of International Breweries plc, a subsidiary of AB-Inbev, Sterling Bank plc and Novotel: Port Harcourt, Nigeria (member of Accor Hotels group). ... Board Members. The committee comprises three independent non-executive directors. Chief corporate affairs and sustainability officer Appointed: May 2016 1.4 The purpose of the charter is to regulate the parameters within which the Board shall operate and to ensure the application of the principles 7.5 The chair of the Board: 7.5.1 shall not be a member of the Audit Committee; objectives, Principle 12: Technology and information governance – The Board should govern technology and information in a way that supports the Appointed: May 2018 so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term, Principle 15: Assurance – The Board should ensure that assurance services and functions enable an effective control environment, and that Cookies help us improve your website experience. Annual Financial Statements Our subsidiaries have established footprints in corporate and financial services, property development and real estate. This is the last time I buy Instant Oats from Tiger Brands - it is laden with salt to the extent that it is not edible. New appointments to Tiger Brands board . be reported on in the integrated report. Monitors the strength of internal financial controls and ensures complied with. The board has delegated certain functions to its committees to assist in meeting its oversight responsibilities. diversity, demographics and skills requirements as part of the assessment of the Board and directors’ performance. 9. The Board shall be entitled to adopt and approve such procedures and policies as it may deem necessary to ensure proper governance 7.5.4 may be a member of the Risk and Sustainability Committee and may be its chair; and of the organisation’s performance and its short, medium and long-term prospects, Principle 6: Primary role and responsibilities of the governing body – The Board should serve as the focal point and custodian of corporate Gifts, Entertainment & Hospitality Policy Dr Khotso Mokhele completed 11 years of service as a non-executive director on 30 September 2018. 5.1.3 avoid any conflict of interest between his personal affairs and that of the Group or, where unavoidable, disclose any such conflict 2.11 Ensuring that all directors are appropriately made aware of their responsibilities and ensuring that a formal programme of continuing professional 3.3 Non-executive directors shall be categorised as independent if the Board concludes that there is no interest, position, association or Chief executive officer REPORT SELECTOR: 7.5.3 shall be a member of the Nomination and Governance Committee and may be its chair; 11.1 A formal assessment of the performance of the Board, chair, individual directors and Board committees shall be done every two years in 4.2 In fulfilling its function, the Board shall at all times apply the 16 principles of the King IV Code as listed in Annexure A to this charter. Chief growth officer: Exports, International and Snacks, treats & beverages in the management of its affairs. Tiger Brands is South Africa's largest food company. 4. Nick Wentzel (45) - BCom, CA(SA) Chief Executive Officer Appointed Divisional Chairman of Tiger Agri-Poultry in 1995 and in 1997 appointed Divisional Chairman of Tiger Milling and Baking … Appointed: October 2018 development programmes as deemed necessary by the chair based on the outcome of the periodic assessment of the director’s Co-founder and CEO of MASA Risk Advisory Services. All committees have board-approved terms of reference and a work plan, which are reviewed annually. account the relative size and complexities of the organisations involved. BRYANSTON, SOUTH AFRICA — Tiger Brands announced on July 13 the appointment of Yunus Suleman as independent non-executive director of the company. independence of independent non-executive directors who have served for more than 9 years and the outcome of such assessments will relationship which, when judged from the perspective of a reasonable and informed third party, is likely to influence unduly or cause bias consider and approve, if the subsidiary company’s board considers it appropriate. Other than the chief executive officer and (in respect of the limited including field of knowledge, skills and experience as well as age, culture, race and gender. Executive and senior management assist the board to ensure the group complies with the dynamic regulatory landscape in which it operates to underpin its sustainability. 7.3 The committees shall be chaired by an independent non-executive director and the majority of committee members shall be independent 2.1 The Board subscribes to a unitary board structure with executive and non-executive directors. Non-executive director of Dis-Chem and Mr Price Group and director of Signall Mill Products. Further enhancements will be made, in line with the board's objectives to continuously improve corporate governance practices. fairness and transparency and, as such shall be expected to: 5.1.1 act in the best interest of the Company, in good faith and with integrity and adhere to all relevant legal standards of conduct; This comes at the time South Africa faces the largest Listeriosis outbreak in history. 2.4.2 overseeing a formal succession plan for directors and senior management of the Company; 9.4 The quorum necessary for the transaction of business shall be a majority of directors unless otherwise provided for in the Company’s The bacterial infection has claimed 180 lives and 750 cases in the country. The JSE Listings Requirements stipulate that 14.1 The Board, on behalf of the Company, recognises the statutory and fiduciary duties of the directors of subsidiary companies and in 16.1 The Board subscribes to the principle that being legally compliant is essential, not only for business success, but also to protect, maintain of the subsidiary company by the Company (in its capacity as holding company). The national Listeria crisis was devastating for Tiger Brands as a company, for our people, but most importantly for the affected families. professional financial advisers on matters of law, accounting and other regulatory matters relating to the business and/or affairs of the Non-executive director of Oceana Group and Empresas Carozzí (Chile), Non-executive director of Oceana Group and National Foods Holdings (Zimbabwe). Director of Marsh Inc, Zensar SA, Makhup Properties, Kapela Holdings and its subsidiaries. all cases. In order to determine whether the chair is able to perform the duties of his office effectively, of good corporate governance in all dealings by, in respect and on behalf of, the Company and furthermore to set out the roles and For while the costs associated with cost of goods, selling, general and administrative and debt all increased as a percentage of sales, the 3.06% growth in revenues contributed … The nominations committee is chaired by the chairman of the board, Dr Khotso Mokhele, with three additional independent non-executive directors as members, namely: The board is satisfied with the level of experience and competency of committee members. 6.2 Tiger Brands Board of Directors Although ultimate accountability for the Human Rights Policy resides with the Tiger Brands Board of Directors, the Board of Directors has granted authority to the Chief Executive Officer to act on its behalf in matters relating to Human Rights. 15.1 The Board subscribes to the principle that both internal and external disputes should be resolved as effectively, efficiently and expeditiously 6.1 A formal induction programme shall be in place for new directors who shall also be provided with a formal letter of appointment. The nominations committee has, on behalf of the board: The social, ethics and transformation committee is chaired by an independent non-executive director, Maya Makanjee, supported by two independent non-executive directors, namely: The committee met three times in 2018, with attendance Non-executive director of Murray & Roberts, Famous Brands. Appointed: February 2017 it is reliable and of the appropriate standard. 7.5.2 may be a member of the Remuneration Committee but not its chair; In the annual review process, which was conducted internally in 2018, the directors confirmed that all committees had fulfilled their obligations for the period and operated within their terms of reference. 9.8 The Board’s discussions shall at all times be open and constructive. 15.2 To the extent reasonably possible, dispute resolution should be cost effective and not be a drain on the finances and resources of the Committee, Remuneration Committee, Nomination and Governance Committee and Investment Committee. by rotation on an annual basis. This covered the performance of the board, individual directors retiring by rotation, board committees Gail Klintworth was appointed by the board since the last AGM and is required to stand for election by shareholders at the company's next AGM. The Board shall approve the employment contract and remuneration of the company secretary and ensure that the person 4.6 The Board shall review material stakeholders as recommended by the Social, Ethics and Transformation Committee. to make informed decisions on matters placed before the Board or Board committee; secretary shall have unfettered access to the Board but, for reasons of independence, shall maintain an arms-length relationship with the Enable remuneration structures that are aligned with the company's objectives for value creation. promote independent judgment and assist with balance of power and the effective discharge of its duties meetings to be held as and when deemed appropriate. HR Generalist Tiger Brands. accordance with the methodology approved by the Board on recommendation by the Nomination and Governance Committee. The committee met three times in 2018, with attendance set out below. 2.8 Ensuring that complete, timely, relevant, accurate, honest and accessible information is placed before the Board to enable directors to reach an informed Patrick has over 30 years of experience in FMCG, including as supply chain vice-president for Unilever South Africa. Anti-Bribery & Corruption Policy, Kamal was previously with AB-InBev Africa as director: strategic projects since 2016. She essentially has extensive food experience across all continents. at meetings of the Board and relevant Board committees. Policy on the Trading in Company Shares 4.8 The Board shall, with the support and guidance of the Remuneration Committee, adopt remuneration policies that are fair, responsible, of interest in respect of any matter on the agenda. The agenda and supporting meeting papers will serve as 7.1 The Board shall delegate certain of its functions to well-structured committees but without abdicating its own responsibilities. organisation setting and achieving its strategic objectives, Principle 13: Compliance governance – The Board should govern compliance with applicable laws and adopted, non-binding rules, codes to and agree on the appropriateness of such appointments, taking into account the size, time required and complexity of all organisations. 5.1.10 take steps to ensure that he has sufficient working knowledge of the Group, its industry, the triple context in which it operates, Clive retired as an executive director on 20 February 2018 after serving on the board of Tiger Brands since February 2000. the effectiveness of assurance services and functions, with particular focus on combined assurance arrangements, including external assurance service providers, the finance function and internal audit. Appointed: April 2015 The Board shall consider the indicators as per the King IV Code and other The Tiger Brands Management Trainee Programme is a 24 month accelerated development programme which aims to recruit bachelor’s degree / Btech graduates who demonstrate the potential to reach senior leadership positions in the organisation. S’ne is a former senior vice president, group human capital for the Sasol group since 2016. Appointed: May 2015 Its diversity lends important perspective and depth to the group. 5.1.9 use his best endeavours to attend Board and relevant Board committee meetings where at all possible and devote appropriate Africa, 2016 (“King IV Report”), which includes the King IV Code on Corporate Governance (“the King IV Code”). avoidance of duplication or fragmented functioning in so far as possible; secretary. 5.2 Individual directors shall be expected to participate in the Company’s induction programme on appointment and attend such professional 4.1.2 steering the Group and setting its strategic direction for the short (1-2 years), medium (2-4 years) and long term (4 years+); CEO. Chief growth officer: Grains and Consumer Brands committee as established by the Board shall have formal terms of reference to be approved by the Board and annually reviewed. Tiger’s stakeholders deserve better. 1.1 The chair is accountable to the Board. 10.3 Dissemination of company information Other than in respect of their appointment to the boards of associate companies, directors’ fees under this … immediately reported to the Board by the CEO. The board was strengthened during the period by appointing Gail Klintworth on 16 August 2018. Let’s hope that the Tiger Brands Board make the required changes at the helm to put Tiger firmly back on the road of performance, growth and positive contribution and take a leaf out of Cricket Australia’s book. The CEO and his leadership team are empowered to lead and manage the execution of all board-approved strategic objectives and overall direction for Tiger Brands, guided by an approved delegation 2.4.3 ensuring that a formal programme of induction and continuing professional education for directors is adopted and, in general, enhancing the The risk and sustainability committee is chaired by an independent non-executive director, Yunus Suleman, supported by two independent non-executive directors as members, namely: The board is satisfied with the level of experience and competency of these members. Executive: Corporate finance This responsibility shall be undertaken on behalf of the Board by the Risk Committee, in cooperation with The formal induction programme for all new directors is monitored by the nominations committee, which assumes responsibility for the induction process and ongoing board development programme for all directors, assisted by the company secretary. 3.2 At the beginning of each meeting of the Board and its committees, all directors shall be required to declare whether they have any conflicts written consent of the chair, or in his absence, any other independent non-executive director of the Board will first be obtained via the 4.1.4 overseeing and monitoring of implementation and execution of strategy by management; and JOHANNESBURG, Aug 21 (Reuters) - South African food producer Tiger Brands said on Friday Khotso Mokhele would step down as chairman of the board on Dec. 31. Chief legal officer but the terms of the engagement must be competitive, clearly recorded and all legal requirements with regards to disclosure must be both the care and skill any reasonable person would be expected to show in looking after their own affairs; and 9.9.2 Executive Management shall comment and approve said minutes within 5 (five) business days after receipt; The Tiger Brands board comprised 10 directors at Such access adequate and reasonable notice of such meeting. Out of the 10 packets, 6 was fine in regards salt levels, however packet 7 was an exception and once again laden with salt, so all my chia seeds and Omega 3 seeds and banana also got wasted. governance and legal duties and shall support the Board by coordinating the functioning of the Board and its committees. Chairman of AECI and non-executive director of Afrox, MTN Group, Mapitso Consortium, Hans Merensky Holdings, Kenosi Investment Holdings. the chair, together with the Board, shall consider the number of outside professional positions that the chair is allowed to hold, taking into 16.4 The Board should be continually informed of relevant laws, rules, codes and standards to enable the Board to adequately discharge its Appointed: December 2016 30% of all directors are women and 60% of all directors are black. The social, ethics and transformation committee's activities are set out here. 5.3 Directors who are not able to attend any meetings of the Board shall submit a formal apology, with reasons, to the chair or company 1.5 Unless inconsistent with the content, an expression which denotes any one gender includes the other genders. shall be arranged through the chair of the Board or the CEO. MT’s across various disciplines are selected and taken through a … diversity and independence for it to discharge its governance role and responsibilities objectively and effectively, Principle 8: Committees of the governing body – The Board should ensure that its arrangements for delegation within its own structures 9.2 The company secretary shall be required to facilitate the process of setting the agenda for each meeting as agreed with the chair and The company Prior to that, he spent 17 years at South African Breweries (SAB) serving as executive director: sales/distribution, executive director: HR as well as president of SAB, post the AB-Inbev acquisition. A remuneration report shall the board appointed Emma Mashilwane as chairman of this committee, with an additional independent non-executive director as a member, namely Mark Bowman. 5.1.2 conduct himself in a professional manner; 1.3 To guide its effective functioning the Board approved this charter (“the charter”), the provisions of which shall at all times be subject to all as possible options in the resolution of both internal and external disputes, before approaching a court of law, but only when appropriate The Tiger Brands board is committed to the highest levels of ethical leadership and integrity, which are embodied in the company's values. The Board shall oversee that key management functions are headed by an individual with the necessary competence 3. Notice of Annual General Meeting, Currently viewing: Corporate governance / Next: Audit committee report. Yunus Suleman has been a member since he joined the board in July 2015. The King IV register 13.6 Any advice obtained under these provisions shall be made available to the other directors if the Board so requests. Tiger Brands encourages members of the executive committee to consider accepting appropriate opportunities to serve as non-executive directors on the main board or committees of external companies. objective judgement and that there is no interest, position, association or relationship which, when judged from the perspective of a This includes promoting equality, preventing unfair discrimination, contributing to community development and monitoring the company's activities in terms of relevant legislation and prevailing code of best practices. The chair shall approve the rationale and direct to the company secretary to assist. 5.1.11 continuously develop his competence to lead effectively; 5.1 In fulfilling his responsibility to the Company, a director shall be expected to exhibit integrity, competence, responsibility, accountability,

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