Who governs us

Bidvest embraces corporate governance as a way of life rather than a set of rules. Stakeholders can only derive full, sustainable value from a business founded on honesty, integrity, accountability and respect. Bidvest values simplicity. Focus makes it easier to manage our business, which is fundamental for transparency and good governance.

The board is fully committed to the highest standards of governance and accountability, as recommended by King IV, and the delivery of outcomes such as an ethical culture, good performance, effective control and legitimacy. The board plays a pivotal role in strategy planning and establishing benchmarks to measure the Group's strategic objectives.

The role of the board is regulated in a formal board charter, which defines its authority and power. While retaining overall accountability, the board has delegated authority to the chief executive to run the day-to-day affairs of the Group. The chief executive is supported by the executive management committee. The board also created subcommittees to enable it to discharge its duties and responsibilities properly and to fulfil its decision-making process effectively.

During the financial year, no contracts were entered into in which directors and officers of the Company had an interest and which significantly affected the business of the Group. The directors had no interest in any third party or company responsible for managing any of the business activities of the Group.

Board composition

Executive directors


Lindsay Ralphs CEO	Mpumi Madisa	Peter Meijer CFO	Gillian McMahon	Anthony Dawe
Age: 62 Qualification: BCom, BAcc, CA(SA) Appointed: 10 May 1992	Age: 38 Qualification: Masters in Finance and Investment, BCom Honours in Economics and BSc in Economics and Mathematics Appointed: 4 December 2011	Age: 61 Qualification: BCompt, MBL Appointed: 23 May 2016	Age: 45 Qualification: BCom Honours Business Economics and Industrial Psychology, MCom Industrial Psychology Appointed: 27 May 2015	Age: 52 Qualification: CA(SA) Appointed: 28 June 2006

Non-executive independent directors


Lorato Phalatse Chairman	Doug Band	Bongi Masinga	Tania Slabbert
Age: 55 Qualification: BA Political Science (Hons), University of Leeds UK, MA Southern African Studies, University of York UK Appointed: Appointed as director on 20 April 2012 and as chairman during September 2012	Age: 73 Qualification: BCom, CA(SA) Appointed: 27 October 2003	Age: 50 Qualification: BCom, USA-SA Leadership and Entrepreneurship Programme (Wharton School of Business) Appointed: 4 December 2013	Age: 50 Qualification: BA, MBA Appointed: 20 August 2007


Eric Diack	Alex Maditsi	Nigel Payne	Nosipho Molope
Age: 60 Qualification: CA(SA), AMP Harvard Appointed: 20 April 2012	Age: 55 Qualification: BProc, LLB (Wits), LLM (Pennsylvania), LLM (Harvard), Dip Company Law (Wits) Appointed: 20 April 2012	Age: 57 Qualification: CA(SA), MBL Appointed: 28 June 2006	Age: 53 Qualification: BSc (Med) (Wits), BCompt (Hons) (Unisa), CA(SA) Appointed: 1 August 2017

For comprehensive director CVs, please refer to Annual Governance report, page 13.

The board has established six standing committees with delegated authority from the board. Each board committee is chaired by an independent non-executive director. These committees play an important role in enhancing good corporate governance, improving internal controls and thus, the performance of the Company. Each board committee acts according to written terms of reference which are reviewed annually and approved by the board.

Shareholders

For the complete committee reports and attendance, please refer to the Annual Governance report, page 5.

Nominations committee

Chairman: Lorato Phalatse

The committee is responsible for assessing the independence of non-executive directors. It identifies and evaluates suitable candidates for appointment to the board to ensure that the board is balanced and able to fulfil its function as recommended by King IV. The committee also recommends to the board the re-appointment of directors and succession planning for directors including the chief executive and senior management. The focus in FY17 was the assessment of the appropriate composition of the board, the recommendation of a gender diversity policy and the appointment of an independent non-executive director. In FY18 the focus will be on the implementation of the gender diversity policy and the continuation of the succession planning overview.

Audit committee

Chairman: Nigel Payne

The committee's main objective is to assist the board in fulfilling its oversight responsibilities, in particular with regards to evaluation of the adequacy and efficiency of accounting policies, internal controls and financial and corporate reporting processes. In addition, the committee assesses the effectiveness of the internal auditors and the independence and effectiveness of the external auditors.

In FY17, the committee reported that: there were no reportable irregularities; Deloitte & Touche and the individual audit partner, the designated external auditor, are accredited and independent; it considered all key audit matters and is comfortable that they have been adequately addressed and disclosed; is of the view that the arrangements in place for combined assurance are adequate and are achieving the objective of an effective, integrated approach across the disciplines of risk management, compliance and audit; the Group financial director and finance team are competent; and recommended the AFS to the board.

Risk committee

Chairman: Nigel Payne

The committee identifies material risks to which the Group is exposed and ensures that the requisite risk management culture, policies, and systems are implemented and functioning effectively. The committee is also responsible for the governance of IT. The key focus areas in FY17 included the review of systems and technology as well as the review and approval of the insurance programme of the Group. IT infrastructure, cybersecurity, digital transformation and innovation, disaster recovery and system availability and stability will be focus areas in FY18.

A key risk summary is presented on page 15.

Remuneration committee

Chairman: Doug Band

The committee is empowered by the board to assess and approve the broad remuneration strategy for the Group, the operation of the short-term and long-term incentives for executives across the Group, and sets short-term and long-term remuneration for the executive directors and members of the executive committee. Work done in FY17 included monitoring of executive appointments, terminations and retirements and approving the rules, criteria, targets and allocations for performance-related pay schemes. In FY18 the committee will continue to promote the Group's strategic objectives through fair and transparent remuneration. Please refer to the detailed remuneration report on page 15 of the Annual Governance report.

Social and ethics committee

Chairman: Nigel Payne

The committee's responsibilities are in line with legislated requirements and codes of best practice. It monitors the Group's compliance in relation to social and economic development, good corporate citizenship, environment, occupational health and public safety, labour and employment as well as the Group's code of ethics and sustainable business practices. The major focus in FY17 was on the Group's progress in the alignment of its practices to the requirements of the B-BBEE codes and driving ethical behaviour. The focus for FY18 will be on activities relating to social and economic development, small business development and stakeholder engagement.

Bidvest's code of ethics can be found in the Annual Governance report, page 29. An ethics line is in use (0800 50 60 90/bidvest@tip-offs.com)

Acquisitions committee

Chairman: Doug Band

The role of the committee is to review potential mergers, acquisitions, investment and other corporate transactions in line with the Group's levels of authority. The key focus area in FY17 included the consideration and evaluation of proposed investments, disinvestments and expansion opportunities. In FY18 the focus will be on the Group's long-term growth strategy and creating the platform to access new markets.