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.

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.

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.

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 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.