Corporate governance

The sustainability committee, a sub-committee of the risk committee, consists of the Group executive responsible for sustainable development (chairman), representatives of each South African division, the Bidfood subdivisions and a representative from 3663 in the UK. On the pattern established by the risk committee, responsibility for sustainability at operational level is delegated to the divisions. To avoid duplication of reporting structures, formal reporting at divisional level is through divisional risk committees.

The acquisition committee considers major acquisitions with a Group impact or where potential conflicts may exist. The committee decides in principle whether to pursue and investigate each acquisition. The committee consists of DDB Band (chairman), the chief executive, the Group financial director, MC Berzack, D Masson, JL Pamensky and LP Ralphs. Depending on magnitude, acquisitions are sanctioned by the executive committee and submitted to the board.

The nomination committee ensures independence and objectivity through a built-in majority of non-executive directors. The committee comprises DDB Band (chairman), the chief executive, JL Pamensky, MC Ramaphosa and T Slabbert.

The committee ensures procedures for board appointments are formal and transparent, considers board composition, retirements, appointments of additional and replacement directors and makes recommendations to the board.

Executive directors are appointed to the board on the basis of skill, experience and level of contribution to the Group and continue to run their businesses. Non-executive directors are selected for their industry knowledge, professional skills and experience.

The committee makes sure nominees are not disqualified from being directors and, prior to appointment, investigates their backgrounds in line with JSE requirements.

Executive and non-executive directors retire by staggered rotation and stand for re-election at least every three years in accordance with the articles of association. The re-appointment of non-executive directors is not automatic. Directors are subject to re-election by shareholders. Executive directors are bound by employment contracts with the Group. Sufficient biographical information is provided to shareholders to enable an informed decision.

To assess the effectiveness of the board, its committees and each director’s contribution, the committee carries out an annual review of the board’s mix of skills, experience, demographics and diversity.

A transformation committee was formed following the successful implementation of the Dinatla BEE initiative to facilitate socio-economic transformation within the South African Group. Key functional resources were designated within each business unit to continually drive socio-economic transformation at operational level. An enterprise-based charter, the Bidvest Charter – developed by the committee – guides Bidvest’s decentralised BEE strategy.

The committee comprises LI Jacobs (chairman), the chief executive, chief executives of the South African divisions, chief executives of the Bidfood subdivisions, MJ Finger, SG Mahlalela, GC McMahon, T Slabbert, SA Thwala and FDP Tlakula.

The execution of transformation strategy and policy at divisional and business unit level is the responsibility of the transformation working committee, consisting of senior divisional management.

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