Corporate governance

Sustainability

Our approach is guided by the Global Reporting Initiative. Since 2008, sustainability reporting has been part of, and has been integrated with, our annual report. It is contained in a section entitled Sustainability at Bidvest.

As members of a multi-faceted, decentralised group, our divisions may face different sustainability issues. Reporting meaningfully in totality presents a challenge, although some key issues are common.

Sustainability at Bidvest is about being Proudly Bidvest and offers employees a fresh way of thinking that inspires them, and enables a new generation of entrepreneurs to create business value that integrates evolving financial, social and environmental needs and expectations.

An online internet-based data collection tool has been developed to facilitate the collation, management and reporting of sustainability issues.

Group environmental and HIV/Aids policies have been adopted by the risk committee and board while some divisions have developed specific environmental policies relevant to their businesses.

The Bidvest communications team uses various media tools to build awareness of business sustainability issues, including themes such as “Green is Gold” to highlight the growth, profit and savings potential of environmental initiatives.

Relationships with shareholders

The Group pursues dialogue with institutional investors based on constructive engagement and mutual understanding of objectives, covering statutory, regulatory and other directives on the dissemination of information by companies and directors.

To foster dialogue and communicate Group strategy and performance there are regular presentations to, and meetings with, investors and analysts. High standards of promptness, relevance and transparency underpin our information effort. Information is distributed via a broad range of communication channels, including the internet. Great care is taken to maintain the security and integrity of information while ensuring that critical financial information reaches all shareholders simultaneously.

We’re Proudly Bidvest and take pride in presenting a full, fair and honest account of our performance.

Board committees

Specific responsibilities have been delegated to several committees, each with detailed terms of reference.

Transparency and full disclosure characterise communication between board committees and the board. Committees are free to take independent outside professional advice and are subject to regular board evaluation of their performance and effectiveness.

The executive committee consists of the chief executive, Group financial director and the divisional chief executives of major divisions. The committee considers major decisions and refers decisions that have their sanction to the board for approval. Non-executive directors are invited to attend.

The South African executive committee consists of the chief executive (chairman), Group financial director, the divisional chief executives of the South African divisions, LI Jacobs, L Madikizela, SG Mahalela, P Nyman, AC Salomon and SA Thwala. The committee considers major decisions relating to South African operations and refers them to the board for approval.

The remuneration committee consists of DDB Band (chairman), D Masson and JL Pamensky and, in consultation with the chief executive and Group financial director, is responsible for the performance assessment and approval of a remuneration strategy for the board directors, including the chief executive, Group financial director and divisional executives.

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The audit committee
consists of NG Payne (chairman), D Masson and JL Pamensky. They all possess the requisite financial and commercial skills and experience. The Group financial director, RW Graham, P Nyman, AC Salomon, the Group internal audit manager and the external auditors are invited. Members of management attend, as required. Internal and external auditors have unrestricted access to committee members. They also have the right to a private hearing without management present. The committee meets at least four times a year. Subsequent to year-end, NP Mageza was appointed to the audit committee.

The audit committee ensures conformity with the corporate governance manual and the principles of good corporate practice and entrenches a Group-wide culture of good governance.

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The risk committee
is guided by a charter supported by the Group risk management policy, framework and minimum standards for risk management, which were finalised in June 2007 and implemented by all divisions. The committee comprises: NG Payne (chairman), the chief executive, chief executives of the divisions, chief executives of the Bidfood subdivisions, the Group financial director, D Masson, P Nyman and AC Salomon.

The committee reviews and assesses the interventions required in response to Group-wide risks and operational risks requiring Group action. Insurance and related matters are also dealt with as the Group uses a centralised Group insurance programme.

The committee delegates operational risk responsibilities to divisional risk committees, each headed by the respective chief executives. Divisional risk committees meet regularly and are supported by risk officers in each company.