Leadership

How the functional Bidvest governance structure works

Bidvest is a decentralised group whose success is, in part, attributable to allowing managers to run the businesses as if they are their own. Cluster, divisional and corporate office layers provide oversight, guidance, strategic direction and consolidated reporting. Living our core values of accountability and integrity everyday, in everything we do, is critical in successfully upholding our functional governance structure. The ethical onus on the Bidvest family is higher than in a more structured environment. We understand our responsibility.

Material business processes, controls and risks are monitored and assessed through a combined assurance model. Management, Internal Audit (IA) and external audit, ALICE as well as non-executive directors all play a role.

ALICE, an autonomous artificially intelligent capability/robot, runs on a scheduled frequency (continuously, daily, weekly, monthly or quarterly) as deemed fit for purpose based on the maturity, complexity and posture of the IT environment of each company within the Group. The IT findings are available to management on a continuous, remote and near real-time basis. Remediated IT findings are re-audited by ALICE upon receipt of updated audit evidence. The IA team follows up on unresolved findings on a monthly basis. The scope of assurance provided by ALICE is tailored per company based on integration and accessibility of data and can include User Administration Digital Audit Procedures, Cybersecurity Digital Audit Procedures, Microsoft Baseline Network Configuration, Password Configuration, Patch Management, Website & Certificate Management, etc.

Combined assurance receives deliberate and focused attention at Bidvest. Continually optimising our combined assurance model avoids duplication, rationalises collaboration efforts upstream amongst assurance providers, coupled with effectively managing assurance costs. The activities are coordinated to maximise the depth and reach of assurance achieved by each of the assurance providers. This enables an effective control environment and ensures the integrity of information used for reporting and decision making. The Audit committee ensures that our combined assurance model adequately addresses Bidvest's risks and material matters through the aggregated efforts of assurance providers. An independent review of the combined assurance model was conducted in the year under review through which the robustness and reliability of the same was confirmed.

The IA function is an independent, value-adding, progressive and responsive service to Bidvest shareholders. It fulfils a role of objectively evaluating the business processes and controls so as to appropriately manage the risk and support management's commitment to a strong control environment and operational excellence. The IA function is well-constituted with a professional audit staff (in excess of 25 Chartered Accountants in managerial positions) with sufficient knowledge, skill set and experience to execute on the board approved IA Charter that is consistent with the Institute of International Auditors' definition of IA as well as the principles of King IV.

Bidvest currently has approximately 250 operating entities, some of which have an extensive branch network. Each branch and entity are responsible for its own P&L, balance sheet and cash flow statement. On a monthly basis, financial flash results are rolled up from branch, through the business, cluster and divisions to group level by the fifth business day of the next month, followed by a detailed aggregation by the third week. Cluster management review the results in granular detail with operational management ahead of meeting with the divisional chief executives to discuss the results, operational matters and any other matters. The divisional chief executives then meet with the Group chief executive on a one-on-one basis to scrutinise performance and discuss pertinent matters.

Financial processes and controls

Quarterly, divisional Audit committee meetings are chaired by an independent non-executive attended by operational management, divisional CFO and chief executive, Group CFO, IA as well as external audit. These meetings consider and review the following:

• Report back from IA on the design and operating effectiveness of controls tested during the quarter in accordance with the board-approved, risk-based internal audit plan;
• IA's divisional assurance overview and conclusions on the control environment;
• IA Findings Tracker monitoring of all identified control weaknesses to resolution. Systemic and recurring control weaknesses are elevated, and root cause analysis presented. Fit‑for‑purpose remedial action is suggested to management;
• External audit report on work conducted during the quarter, any control deficiencies identified and potential risk areas that require specific scrutiny;
• Results, observations and remedial action taken on the back of security hygiene controls monitored by ALICE;
• Signed management representation letters attesting to the soundness of financial controls and proper governance in place;
• Schedules of losses incurred as a result of fraud, material exposures, and conflicts of interest;
• Status updates on current IT projects; and
• Divisional risk registers and /or risk meeting minutes.

The Group Audit committee, chaired by an independent non-executive director and attended by the Group CFO, Head of IA, external audit and the divisional Audit committee chairs, meets quarterly to deliver on its mandate of oversight and fulfil specific requirements as set out by the Listings Requirements. The committee has a rolling annual agenda with particular focus on the IA plan in Q1, interim results in Q2, goodwill impairment and the external audit plan in Q3 followed by the year end results in Q4. The last quarters' work is stretched over two days to allow the committee to consider:

• Reports from the Group CFO on the consolidated financial results, performance against the budget, the liquidity and solvency position of the Group, top 50 debtors and inventory analysis across the Group, a going concern assessment as well as an update on corporate action(s);
• Divisional Audit committee chairman reports on key matters raised in the divisional Audit committee meetings as well as any legal cases;
• The consolidated IA report dealing with the progress of reviews against the approved IA plan, recalibration of the approved IA plan based on ongoing risk assessment per company, particular areas of concern, remediation of findings as tracked in the Findings Tracker and overall conclusions on the control environment at both divisional and Group levels;
• Results, observations and remedial action taken on the back of security hygiene controls monitored by ALICE;
• The external audit report on the results of audit testing against the approved plan, particular areas of concern and/ or risk, purchase price allocation assessments and other regulatory requirements;
• Post-acquisition reviews, if any;
• Schedules of losses incurred as a result of fraud and theft, material financial exposures and contingent liabilities, conflicts of interest and related party transactions, and foreign exchange contracts and other financial instruments as well as facilitation agreements;
• A register of management representation letters received for the quarter, guarantees and letter of comfort, and gifts (received and given);
• The status of Annual Financial Statements and tax returns;
• IT project reviews; and
• Confirmation of a risk management process in place at divisional level.

Audit committee members, attendance, mandate, focus

The committee's main objective is to assist the board in fulfilling its oversight responsibilities, particularly, evaluation of the adequacy and efficiency of accounting policies, internal controls and financial and corporate reporting processes. The committee also assesses the effectiveness of the IA as well as the independence and effectiveness of the external auditors. In FY2022, the committee reported that: PwC and the individual audit partner, the designated external auditor, are accredited and independent; it considered all key audit matters and is comfortable that these have been adequately addressed and disclosed; there were no reportable irregularities; 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 IA function is robust and the CFO and finance team are competent; and recommended the AFS to the board. The committee has reflected on the outcomes of its prior-year performance self-assessment and concluded that it had fulfilled its responsibilities in accordance with its charter for the year review.

For the complete Audit committee report, please refer to the AFS.

During the year under review, five meetings were held:

Committee members	21 Nov 2021	24 Feb 2022	30 May 2022	29 Aug 2022	01 Sept 2022
SN Mabaso- Koyana (Chairperson)	✓	✓	✓	✓	✓
RD Mokate	✓	✓	✓	✓	✓
L Boyce	✓	✓	✓	✓	✓
N Siyotula	✓	✓	✓	✓	✓
NW Thomson	✓	✓	✓	✓	✓
MG Khumalo¹		✓	✓	✓	✓
Invitees
NT Madisa	✓	✓	✓	✓	✓
MJ Steyn	✓	✓	✓		✓
A Cunningham	✓	✓	✓	✓	✓
RW Graham	✓	✓	✓	✓	✓
HP Meijer	✓	✓	✓	✓	✓

1	Appointed 3 January 2022.

Risk processes and controls

The risk management process at business level rolling up to divisional level varies but is considered fit-for-purpose. The regulated entities (Bidvest Bank, Bidvest Insurance, Bidvest Life) have in place risk management processes as guided by the relevant regulator. Irrespective of the business processes, divisional management considers key risks quarterly across the operations and report on the top five risks, the potential impact and mitigating actions at the divisional board meeting. These divisional risk registers are considered by the Group Risk committee at its quarterly meetings. The Group chief executive takes account of these divisional risk registers while considering the macro backdrop as well as the current and expected operating environment to elevate key Group risks for discussion at the Group Risk committee. IT governance, which covers IT resources, IT dependency, management of IT risk exposure, business resilience, cybersecurity, vendor management, technology investment, project assurance and data governance, are reported on by the Head of IA with the assistance of ALICE.

In FY2019, the Group introduced a third-party due diligence process pre-onboarding. This process was designed in conjunction with an external service provider who provides an independent, external assessment of the information and documents submitted by the potential supplier/partner, together with a public records review. This has proven a valuable tool.

Risk members, attendance, mandate, focus

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. Cyber security, IT infrastructure and system availability, business continuity as well as the health and safety of employees, the deterioration in SA infrastructure and response plans to supply chain disruptions were focus areas for FY2022. These as well as the ESG risks identified will continue to be focus areas in FY2023.

A performance self-assessment was conducted by the committee for the period under review in which it was concluded that the committee had been effective in rendering its oversight service to the board. The committee is thus satisfied that it fulfilled its responsibilities in accordance with its charter for the year under review.

The names of the members who were in office for the period under review and the number of committee meetings attended by each member are:

Committee members	25 Nov 2021	21 Feb 2022	25 May 2022	26 Aug 2022
RD Mokate (Chairperson)	✓	✓	✓	✓
N Siyotula	✓	✓	✓	✓
S Masinga	✓	✓	✓	✓
BF Mohale	✓	✓	✓	✓
NW Thomson	✓	✓	✓
MG Khumalo¹		✓	✓	✓
Invitees
NT Madisa	✓	✓	✓	✓
GC McMahon	✓	✓	✓	✓
MJ Steyn	✓	✓	✓	✓

1	Appointed 3 January 2022.

Sustainability processes and controls

The Group Social, ethics & transformation committee assists the board with its oversight of social, ethical and transformation matters by ensuring that the Group is and remains a committed socially responsible corporate citizen. The scope includes matters relating to ethical management, human resource development, employment equity and transformation, environmental impact and climate change, corporate social investment, safety and occupational hygiene, health and employee wellness and stakeholder engagement.

In terms of the Company Act, its oversight covers all Bidvest companies, of which there are 41, with a public interest score above 500. Practically, all operations are covered by the oversight.

Under the transformation collective, diversity, skills development, preferential procurement, enterprise and supplier development and black ownership are measured, monitored and managed. Each business is responsible for its own scorecard, comprising of all the aforementioned elements. External verification of each scorecard happens every year. Each division has an executive charged with transformation. The executive provides guidance and support to the individual businesses, measures and manages the outcomes using a Group-wide toolkit and reports on an aggregated transformation position to the divisional board and the responsible Group executive director on a quarterly basis. The responsible Group executive director consolidates the divisional transformation reports and toolkit data to report on progress, challenges and plans to address identified gaps to the Group Social, ethics & transformation committee. As a listed SA company, black ownership is a complex matter, particularly in a diversified multinational group, but the requirement and our responsibility are not disputed. In the period under review, the Group Social, ethics & transformation committee has considered and approved the Bidvest Group Integrated Supplier Diversity Programme which is targeted at enhancing the transformation profile of the Group's supply chain and increase procurement spend to compliant suppliers.

Each business manages its own employees and is responsible for its occupational health and safety. Wage negotiations with unions and other bargaining councils happen at business or sector level, as appropriate. Guidance on salary increases is cascaded down from the corporate office as part of the annual budget process. Businesses report annually to the Department of Labour on demographics, income parity, training, etc in terms of the Employment Equity Act. Some of this information is also aggregated at Group level and forms part of the consolidated reported information. A comprehensive, employee wellness programme is in place in all South African operations. Enhancements made to the programme following the pandemic, have assisted the KwaZulu-Natal based businesses of the Group during the devastating floods in April 2022. The Group executive director responsible receives a comprehensive report from the service provider on a quarterly basis, detailing the usage and most common areas of concern and assistance required. The information is disseminated to divisional chief executives to use as input in human capital management across the businesses. Key observations are also reported to the board committee.

Group sponsored corporate social investment initiatives and programmes are championed by the Group executive director and shared with the board committee.

The Group is governed by its Code which articulates Bidvest's commitment to doing business the right way, guided by a philosophy of transparency, accountability, integrity and respect. The Code requires the board of directors, management and employees to obey the law, respect others, be fair and honest, and protect the environment. The reporting, management and resolution of ethical matters is handled through several channels, operational and independent. Bidvest's Code of Ethics can be found in doing the right thing even when no one else is looking.

From a bottom-up perspective, individual businesses have their unique established grievance and whistle-blower processes. This is our first line of defence and management is empowered to deal with reported matters decisively. Historically, most reported matters have been routine, human resource related and resolved quickly. Complex and serious matters are escalated, as appropriate, to the corporate office. Quarterly, the divisional chief executives sign off a schedule, detailing fraud, theft, conflicts of interest, related party transactions and gifts, which is tabled at the divisional and Group Audit committee meetings, as set-out earlier. A consolidated gift register is tabled at the quarterly Group Social, ethics and transformation committee meeting.

Bidvest also has an independently administered Ethics facility which provides whistle-blowers with three channels to raise their concerns, namely telephonic, email and a website form. Coverage of the Ethics facility has in the period under review, been extended to the Group's European operations. Concerns received outside of the Ethics facility, for example via social media, the Bidvest website or emails, are also logged by IA. All logged complaints are investigated by divisional management and, where appropriate, criminal civil and/or disciplinary actions is instituted, and control improvements introduced to remedy the identified weakness. All concerns raised through the Ethics facility are properly investigated and tracked to resolution with sign-off from divisional management. Oversight of this resolution process is provided at a Group level. All concerns relating to discrimination and harassment, as well as those judged to require escalation are required to be signed off by a Group executive director. Quarterly reports are given to the Group Social, ethics and transformation committee on the Ethics facility.

Ethics Line 0800 50 60 90 or bidvest@tip-offs.com

Conducting business in a sustainable manner is integrated in our day-to-day activities and managed at a business level as Bidvest businesses have different environmental footprints. For some businesses, mainly in Freight and selected other services businesses, the adherence to environmental standards is directly linked to licences, regulations and/ or franchise rights. These businesses monitor, manage and report as regularly as required. Any environmental breaches are reported into the divisional Risk and/or Audit committees and escalated further, where necessary. Towards the end of FY2021, the Bidvest Code of Ethical Purchasing was implemented. This document sets out the principles: uphold human rights; behave ethically; and environmentally sustainable. We expect our suppliers to commit to these principles and engagement in this regard is happening in a phased approach.

From a Group perspective, common material issues were identified in our commitment to do business in an environmentally friendly and responsible manner. Initially reporting was guided by GRI standards. In FY2016, sustainability, transformation, innovation and business enhancement were included as inputs (15-20% weightings) into the performance metrics linked to Bidvest's short- and long-term incentives schemes. In FY2018 we identified the SDGs that were most relevant to us and the impact of our basket of services and products as well as corporate citizen activities. In FY2021 the Group adopted and implemented its ESG Framework with specific annual performance metrics linked to said schemes for the current year.

On a quarterly basis, ESG data is gathered from all businesses. This and other data are aggregated, together with qualitative evidence of sustainability, and reported to the Group Social, ethics and transformation committee to assess progress and derive a performance score that feeds into the incentive scorecard calculations.

Social, ethics & transformation committee members, attendance, mandate, focus

The committee's responsibilities are in line with legislated requirements and codes of best practice. It monitors the Group's compliance in relation to sustainable development, transformation, good corporate citizenship, environment, occupational health and public safety, labour and employment as well as the Group's Code and sustainable business practices. During the fiscal year ended 30 June 2022, the committee was focused on transformation, employment equity, ethics, sustainability, support of the Group's employees as well as particular focus on implementation and reporting on performance against the ESG Framework. The focus for FY2023 will continue to be on transformation, employment equity and sustainability. The committee has reflected on the outcomes of the performance self-assessment and concluded that it had discharged all its responsibilities and fulfilled its mandate as contained in its charter, the Companies Act, the Listings Requirements, King IV and all other applicable statutory requirements.

The names of the members who were in office during the period under review and the number of committee meetings attended by each member are:

Committee members	25 Nov 2021	21 Feb 2022	25 May 2022	26 Aug 2022
S Masinga (Chairperson)	✓	✓	✓	✓
BF Mohale	✓	✓	✓	✓
L Boyce	✓	✓	✓	✓
MG Khumalo¹		✓	✓	✓
FN Khanyile¹		✓	✓	✓
NT Madisa	✓	✓	✓	✓
GC McMahon	A	✓	✓	✓
MJ Steyn	✓	✓	✓	✓

A	Apologies tendered.
1	Appointed 3 January 2022.

Remuneration processes and controls

The Group Remuneration committee plays a key role in ensuring that executive remuneration is aligned to the interest of all stakeholders. This is best reflected by the variety and balance of the performance measures incorporated in the Bidvest short- and long-term incentive schemes as well as the overall remuneration mix. The principals of the Group remuneration policy are cascaded down into the divisions and businesses, with clear targets set for short-term incentives, excluding those determined in accordance with sectoral agreements. The committee determines annual salary increases for executive directors and recommends non-executive director fee increases taking account of the budget guidelines. The standing external advisor provides independent input to the process, and comprehensive benchmarking insights.

Remuneration committee members, attendance, mandate, focus

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 as well as set short-term and long-term remuneration for the executive directors and members of the Exco. During the fiscal year ended 30 June 2022, the Remuneration committee was focused on continuing to promote the Group's strategic objectives through fair and transparent remuneration, a comprehensive remuneration benchmark exercise for the Group executive committee and incorporated specific targets for nonfinancial metrics in incentive schemes. Ahead of the 2021 AGM, the chairman and executive management engaged with shareholders on our remuneration policy and the implementation thereof. The company received sufficient support for both policy and implementation advisory votes at the 2021 AGM. In the year under review, DG Capital, the standing external advisor, informed the Group of changes in its business operations which the committee deemed material. The committee has thus undertaken a comprehensive exercise of identifying a suitable professional service provider for appointment as independent remuneration advisor on expiration of the DG Capital contract. Accordingly, the committee identified and recommended the appointment of Deloitte with effect from October 2022. The committee reflected on its performance for the year and confirmed satisfaction with the execution and fulfilment of its responsibilities in accordance with its charter for the period. In FY2023 the committee will continue to promote the Group's strategic objectives through fair and transparent remuneration. Please refer to the detailed Remuneration Report.

The names of the members who were in office for the reporting period and the number of committee meetings attended by each member are:

Committee members	21 Feb 2022	25 May 2022	28 Jul 2022	30 Aug 2022
NW Thomson (Chairperson)	✓	✓	✓	✓
S Masinga	✓	✓	✓	✓
BF Mohale	✓	✓	✓	✓
L Boyce	✓	✓	✓	✓
FN Khanyile¹	✓	✓	✓	✓
Invitees
NT Madisa	✓	✓	✓	✓
MJ Steyn	✓	✓	✓	✓

1	Appointed 3 January 2022.

Leadership processes and controls

Succession and diversity at executive management and board level are key governance areas for the Group Nomination committee. Diversity entails gender, race, experience, qualifications and knowledge as well as tenure. We firmly believe that tone is set at the top and believe in the benefits that diversity brings.

Nomination committee members, attendance, mandate, focus

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 Group chief executive and senior management. In FY2022, it included appointing non-executive directors, with particular focus on augmenting support to the Group executive team. The committee has recommended that shareholders at the 2022 AGM appoint Faith Khanyile and Koko Khumalo as non-executive directors; with Koko to serve on the Audit and Risk committees. The Nomination committee is of the view that the board and its committees are currently of an appropriate size, composition and balance, taking into account diversity to appropriately fulfil their respective obligations. The focus for FY2023 will continue to be on amassing and maintaining the Group's pipeline of non-executive director candidates, amongst others. The committee has reflected on the outcomes of its performance self-assessment and concluded that it had satisfactorily fulfilled its responsibilities in accordance with its charter and related statutory requirements for the period.

The names of the members who were in office for the current period and the number of committee meetings attended by each member are:

Committee members	22 Nov 2021	25 Feb 2022	26 May 2022	02 Sept 2022
BF Mohale (Chairperson)	✓	✓	✓	✓
RD Mokate	✓	✓	✓	✓
L Boyce	✓	✓	✓	✓
Invitees
NT Madisa	✓	✓	✓	✓
GC McMahon	✓	✓	✓	✓

Corporate action processes and control

Corporate strategy is set by executive management and approved and monitored by the board. The strategy can be summarised as:

• Maximising the current diverse portfolio through organic growth, innovation and bolt-on acquisitions;
• International expansion in the chosen niches of hygiene services, facilities management and plumbing wholesaling; and
• The efficient allocation of capital.

All bolt-on acquisitions are discussed with and approved by the Group chief executive and largely funded from operational cash flow. Material capital allocation projects are tabled at divisional board meetings for approval. The Group Acquisition committee meets as and when required to consider corporate activity involving capital in excess of R500 million.

Acquisition committee members, attendance, mandate, focus

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. During FY2022, the Acquisition committee was focused on driving delivery of the Group's long-term growth strategy through expansion and access to new markets. Such activity has resulted in the approval of the acquisition of 100% shareholding in B.I.C. Services Pty Limited (“BIC”), a facilities management business based in Australia, as well as capital expenditure in the Freight division. The FY2023 the focus will continue to be on the Group's long-term growth strategy and creating the platform to access new markets. The committee has reflected on the outcomes of its performance self-assessment and concluded that it had satisfactorily fulfilled its responsibilities in accordance with its charter for the period under review.

The names of the members who were in office for the period and the number of committee meetings attended by each member are:

Committee members	22 Nov 2021	23 Mar 2022	5 May 2022	21 Jun 2022	26 Aug 2022
BF Mohale (Chairperson)	✓	✓	✓	✓	✓
SN Mabaso- Koyana	✓	✓	✓	✓	✓
FN Khanyile¹		✓	✓	✓	A
NT Madisa	✓	✓	✓	✓	✓
MJ Steyn	✓	✓	✓	✓	✓

A	Apologies tendered.
1	Appointed 3 January 2022.

Executive management processes and controls

At a minimum, the Exco meets on a quarterly basis. Apart from the Group chief executives top-down observations on the macro and trading environments and the CFO's report on the consolidated financial position of the Group, the following matters are standing agenda items for discussion:

• Confirmation of no anti-competitive behaviour, conflicts of interest and/or third-party agency arrangements;
• Updated operational financial projection;
• Corporate activity, including acquisitions and disposals;
• Human capital and transformation report aggregated from divisional submissions;
• Business development report detailing business pipeline, engagement with commercial stakeholders and media feedback;
• Top Group risks; and
• Sustainability performance and initiatives.

Feedback from investor meetings post interim and final result releases are shared with the executives, as is the quarterly shareholder register. Strategy and budget sessions per division are held annually after divisional management has engaged with and rolled up the budget and strategies from individual businesses. The aggregate outcome is then discussed at the Exco and board meeting.

Board of Directors

The Bidvest board meets on a scheduled quarterly basis. As a standard, the three executive directors provide detailed feedback to the board with regards to operational, strategic, financial, human capital, transformation and sustainability matters. Board committee chairpersons deliver feedback on pertinent matters and summarise the deliberations at the recent committee meeting. Committee packs are digitally available to all board members. Resolutions passed during the quarter are confirmed and other administrative matters dealt with. Each board meeting closes with a session during which members reflect on the meeting. In the year under review, the board has noted and placed Health, Safety, Security and Environment (HSSE) and Competition Commission Compliance as priority matters for consideration at the start of each meeting.

Changes in Directorship

Board Appointments

The appointment of directors to the board is conducted through a formalised procedure under the ambit of the Nominations committee. The process takes several factors into account, including the prevailing legislative requirements, best practice recommendations as well as the qualifications and skills of the prospective candidate. The recommendations of the Nominations committee are presented to the board for consideration and approval. In the period under review and on recommendation of the Nominations committee, the board approved the appointment of Koko Khumalo and Faith Khanyile as independent non-executive directors effective 3 January 2022. Both members are in terms of the company's MoI, subject to confirmation by shareholders at the forthcoming annual general meeting.

Induction

An induction programme was conducted for the newly appointed non-executive directors on 11 May 2022. This entailed a comprehensive process of presentations by executive and senior management on their respective areas of responsibility and accounting for strategy execution, amongst other things. The non-executive directors were also informed of the structure, policies and procedures representing the governance framework of the Group. The programme shall be concluded with site visits of the various business operations scheduled for the remainder of the year.

Retirements

Having served as an independent non-executive director for nine years, Bongi Masinga retires from the board on conclusion of forthcoming annual general meeting, in accordance with the Group director tenure policy. In addition, Zukie Siyotula retires as non-executive director and member of the Audit committee by the rotation provisions of the Company's MoI on conclusion of forthcoming annual general meeting. Both members leave the board on 25 November 2022.

The board wishes to express its sincere gratitude to Bongi and Zukie for their invaluable contribution and support to Bidvest during their tenure of service.

Board members, attendance, mandate, focus

The board functions in accordance with the requirements of King IV and within the context of the Companies Act, the Listings Requirements, rules and codes of governance and other applicable laws. The board confirmed that the principals of King IV were satisfied with the updated full King IV application register available on the Group website: www.bidvest.com.

For its mandate, philosophy and structure, refer above. A summary of each committee's key focus areas for FY2022 and the year ahead can be found above.

The Group Audit committee fulfils the statutory responsibilities of an audit committee for the Group as a whole, except for the banking and insurance businesses, both of which have their own statutory Audit committees. A similar principle applies in respect of the Group Social, ethics and transformation committee, with responsibility for monitoring and reporting on social and ethics issues for entities with a public interest score of 500 or above, with the exception of the banking and insurance businesses, both of which have their own Social and ethics committees. Majority-owned subsidiary, Adcock Ingram, has its own board with additional oversight by the Group to provide assurance.

Key focus areas during FY2022 were:

Effective risk and oversight – reviewed quarterly feedback from Risk and Audit committee chairpersons, including solvency, liquidity and going concern status reports as well as financial performance against budget and the prior year, information and technology governance and specific focus on operating during the pandemic. Interim and final results announcements and results were approved as was the annual report suite, including the financial statements;

Uncompromised governance – reviewed quarterly feedback from the Social, ethics and transformation, Risk and Audit committee chairpersons with regards to governance of ethics, effectiveness of the functional governance framework, as well as compliance with applicable laws, the Listings Requirements and non-binding rules, codes and standards. It also included specific focus on the health and safety of employees and support to both employees and society at large as the effects of the pandemic and aftermath of the KwaZulu Natal floods continued to cause turmoil. Charters and performance reviews are concluded on a rolling basis;

Meaningful stakeholder engagement – the importance of broad and meaningful stakeholder engagement was emphasised by the pandemic and demonstrated through the focus on service, relationships and the Group's reconfirmed commitment to building an inclusive society. Actions and decisions were considered through this lens. The feedback from shareholders provided by the Remuneration committee chair was reviewed and the convening of the 2022 AGM and notice to shareholders were approved; and

Enduring sustainability – the need for the Group to sharpen its focus on sustainability, inclusive of environmental, social and governance matters, resulted in a focused and targeted ESG Framework approved during FY2021. The roll-out, integration of this Framework into day-to-day activities and performance against set targets was monitored and evaluated. Conducting business in a responsible and accountable manner has been part of Bidvest's DNA since inception and management recognises this as a journey with more to do.

In terms of Bidvest's MoI, the non-executive directors who retire by rotation at the forthcoming AGM are Zuki Siyotula and Bonang Mohale. Zukie will be stepping down as non-executive director at the end of the AGM and Bonang being eligible, offers himself for re-election.

The directors' academic and professional qualifications are presented below.

There were four Group board meetings held during the period under review.

The names of the directors who were in office for the reporting period and the details of board meetings attended, either in person or by video conference by each director are as follows:

Board	26 Nov 2021	25 Feb 2022	30 May 2022	02 Sept 2022
Independent non-executive directors
BF Mohale (Chairperson)	✓	✓	✓	✓
S Masinga	✓	✓	✓	✓
RD Mokate	✓	✓	✓	✓
N Siyotula	✓	✓	✓	✓
NW Thomson	✓	✓	✓	✓
L Boyce	✓	✓	✓	✓
SN Mabaso- Koyana	✓	✓	✓	✓
MG Khumalo¹		✓	✓	✓
FN Khanyile¹		✓	✓	✓
Executive directors
NT Madisa	✓	✓	✓	✓
GC McMahon	✓	✓	✓	✓
MJ Steyn	✓	✓	✓	✓

1	Appointed 3 January 2022.

For the complete Directors report, please refer to the AFS.

Directors' curricula vitae

Independent non-executive chairman

Bonang Francis Mohale ⁶¹

Qualification: Post graduate Chartered Marketer (CMSA)
Appointed: 1 July 2019
Bonang is the President of Business Unity South Africa (BUSA), Chancellor of the University of the Free State, Professor of Practice in the Johannesburg Business School (JBS) College of Business and Economics and Chairman of The Bidvest Group Limited, SBV Services and ArcelorMittal South Africa. He is a member of the Community of Chairpersons of the World Economic Forum and author of the best-selling books, “Lift As You Rise” and “Behold The Turtle”.

Lead independent director

Renosi Denise Mokate ⁶⁵

Qualification: PhD
Appointed: 1 May 2018
Renosi has held several leadership positions in the public sector and academia. She was the Deputy Governor of the South African Reserve Bank from August 2005 to July 2010 and Executive Director of the World Bank from 2010 to 2012. She has also served as the Executive Dean of the Graduate School of Business Leadership, UNISA, and as a senior policy analyst at the Development Bank of Southern Africa. She is currently the Executive Chairperson of Concentric Alliance. She holds non-executive directorships at Vukile Property Fund amongst others. Her committee membership includes remuneration, governance, audit, risk and social & ethics.

Chief executive

Nompumelelo (Mpumi) Thembekile Madisa ⁴³

Qualification: Masters in Finance and Investment, BCom Honours in Economics and BSc in Economics and Mathematics
Appointed: 4 December 2013
Mpumi was previously chief director in the Gauteng provincial government. During her time at Bidvest, she has held various senior management and executive board director positions such as general manager business development, divisional director business development, corporate affairs director and sales and marketing director. She is a director of numerous Bidvest subsidiaries, board member of Business Leadership South Africa, the chairman of Adcock Ingram and the UN Global compact Networks SA.

Executive directors

Mark John Steyn ⁵³
Chief financial officer

Qualification: CA(SA)
Appointed: 1 March 2018
Mark joined Bidvest in May 1997 and has held various financial positions within Bidvest Freight. Effective 2012, Mark held the position of chief financial officer of Bidvest Freight. Mark was appointed to the Bidvest board as CFO, effective 1 March 2018. He serves on all South African divisional boards, divisional Audit committees and served as a trustee on the various Group retirement funds.

Gillian Claire McMahon ⁵⁰

Qualification: BCom Honours Business Economics and Industrial Psychology, MCom Industrial Psychology
Appointed: 27 May 2015
Gillian previously held various operational roles in customer service, operations, training and human resources. During her time at Bidvest, Gillian has held various senior management roles including commercial director of Bidtravel and is the current Group transformation executive. Gillian is a director of numerous Bidvest subsidiaries.

Independent non-executive directors

Sibongile (Bongi) Masinga ⁵⁶

Qualification: BCom, USA-SA Leadership and Entrepreneurship Programme (Wharton School of Business)
Appointed: 4 December 2013
Bongi is one of the founding members of Afropulse Group. Prior to this, she was the chief operating officer and head of Corporate Advisory at Quartile Capital. She has held various positions in financial services including at DBSA and Gensec. She also gained merchant banking experience with Hill Samuel in London. Bongi currently serves on the following boards: Delta Property Fund, Libstar, Petro SA and is a member of the Council at the Durban University of Technology, amongst others.

Norman William Thomson ⁷¹

Qualification: BCom, CA(SA)
Appointed: 1 May 2018
Norman has gained broad business experience over many years and was the Finance Director of Woolworths Holdings Ltd from 2001 to 2013. Norman is currently a non-executive director of Real People Investment Holdings Ltd. Norman's committee membership on these include the remuneration, audit and risk.

Nonzukiso (Zukie) Siyotula ³⁹

Qualification: CA (SA), ACMA UK, MBA and Executive Programmes from Harvard, INSEAD and Oxford
Appointed: 25 October 2019
Zukie was previously the Chief Executive Officer of Thebe Capital. Prior to that, she held various senior positions at the Barclays Africa Group, Old Mutual, Royal Bafokeng Holdings and South African Breweries. Zukie currently serves as a non-executive director at African Bank, Wescoal Mining, Conduit Group, York Timbers, Toyota Financial Services and Ogilvy Mathers South Africa.

Lulama Boyce ⁴⁴

Qualification: CA (SA)
Appointed: 12 March 2021
Lulama is the Department Head of Commercial Accounting at the University of Johannesburg and is currently a nonexecutive director of Adcock Ingram. She serves on the Audit, committee and Remuneration as well as the Social, ethics and transformation committees of the Company.

Sindisiwe (Sindi) Ntombenhle Mabaso-Koyana ⁵³

Qualification: CA (SA)
Appointed: 12 March 2021
Sindi is the founder and chairman of the African Women Chartered Accountants Investment company. She currently serves on the following boards: MTN Limited, Phembani Group, Sun International Limited, Zenex Foundation Educational Trust, Advanced Group and Toyota SA. Sindi's committee membership on these includes remuneration, audit, investment and risk.

Motlanalo (Koko) Glory Khumalo ⁵⁵

Qualification: CA (SA); B.Com (Acc); University of Limpopo; B. Compt (Hons) Acc), UNISA; CTA, UNISA; Executive Leadership programmes (GIBS and Harvard); Train the Trainer Programme – Foresight, Leadership; and Innovation, America University
Appointed: 3 January 2022
Koko is a Chartered Accountant, Founding Partner and Chief Executive Officer of Motlanalo Chartered Accountants and Auditors Incorporated. Koko has served as a Partner at Ernst & Young (EY) holding varying executive portfolios in EY Sub Saharan Africa.

Faith Nondumiso Khanyile ⁵⁵

Qualification: BA (Hons) in Economics, MBA and HDIP Tax diploma
Appointed: 3 January 2022
Faith is a businesswoman and a director of public and private companies. From October 2013 to April 2022, she was the CEO and director of WDB Investment Holdings (Pty) Ltd, a women-owned and led investment company formed in 1996 to promote the meaningful participation of women in the SA economy. Faith also worked for Standard Bank's Corporate and Investment Bank division for 12 years in senior and executive roles. She is a non-executive director of Discovery Limited, the JSE Limited, Transcend Residential Property Fund, the WDB Growth Fund and the GBVF Response Fund. In May 2016 she received an Honorary Doctorate in Laws from Wheaton College.

Company secretary

During the year under review, and in compliance with paragraph 3.84(h) of the Listings Requirements, the board evaluated Nonqaba Katamzi, the Company Secretary, and was satisfied that she was competent, suitably qualified and experienced. Furthermore, since she was not a director, nor was she related to or connected to any of the directors, thereby negating a potential conflict of interest, it was agreed that she maintained an arm's length relationship with the board.

IT governance and security

The IA function is an independent, value-adding, progressive and responsive service to Bidvest shareholders. Given the ever-increasing dependencies of the business on IT, specialised IT audit and consulting skills remain a necessity in the function. Intelligent automation and data analytics are well-entrenched into the mechanisms of the IA functions with further disruptive digital transformation initiatives fast becoming the reality of the IA function.

An example of such an initiative is ALICE, Bidvest's digital auditor (see below). She combines intelligent automation and cognitive services to provide audit-as-aservice to the Group companies. Much effort has been afforded to the digital assurance roadmap for Bidvest using the ALICE platform. The appetite for ALICE to connect remotely into data sources across the Group coupled with the uptake to build remote monitoring and continuous testing capabilities on ALICE continues to significantly increase.

Governance over the Group's IT landscape receives focused attention by management, with emphasis over the last 12 months:

Technology investment

As increasing business demands and technology dependencies continue to evolve across the Group, and as cybersecurity threats become more sophisticated, the need for ongoing investment into and governance over digital transformation of the Bidvest IT environment has become a standing agenda item around Group company boardroom tables.

Legacy, unsupported systems (and by implication outdated software) impede futuristic business strategies that require technology enablement and significantly decrease the resilience to adverse cybersecurity incidents. Consequently, modernisation of the Group's IT landscape continues to be high on management's agenda.

Governance over these modernisation efforts receives deliberate consideration to ensure that the investment aligns to the business strategies and expected value derived from the investment. Accompanied with such modernisation is different skill set requisites, operational models and risk management plans. At the centre of these modernisation efforts is the protection of the Group's data as this is considered a corporate asset and should be secured as such.

ALICE is the digital overseer of IT governance across the Group and equips those charged with governance and management responsibilities with visibility into the IT risks and associated remediations strategies through continuous and near real-time monitoring efforts.

Cybersecurity

As the adoption of ALICE has matured, so too has her scope of monitoring of the IT environments. Development of control tests over more sophisticated security disciplines is underway coupled with control tests beyond the realms of the IT environment. Such control tests are extending into the financial, operational and regulatory environments across Bidvest.

Users act as a human “firewall” and can be critical in preventing and/or detecting cybersecurity attacks. Deployment and use of Cybersecurity Awareness Training programmes are well underway across the Group augmenting the assurance achieved from the ALICE monitoring.

A formal Cybersecurity Incident Response Policy & Plan was rolled out across the Group in May 2022.

IT resources

An ever-increasing demand and dependency on technology exists to enable business expansion through alternative market channels, optimisation of operational and logistical processes, cost efficiencies and competitor differentiation. To meet these demands and dependencies by business, requires different skill set requisites. The global shortage of these IT skill sets is mitigated through aggressive retention strategies, strong and robust vendor management and actively growing our own pipeline of talent through technology internships.

Our second Bidvest Technology Internship started on 1 February 2022 and operated for a period of ten months. The Technology Internship kick started with a Data Bootcamp (online training program) developed by the ALICE team to assess the skillset and capability of the interns. The twofold purpose – to create a pipeline of talent for the Group but also to facilitate an upliftment of skills across SA – of the Bidvest technology Internship is being achieved with resounding success.

The Bidvest IT Forum continues to shape facilitated discussions around knowledge-sharing and research across the Group which has proved invaluable during the global shortage of IT skill sets and capacity. The Bidvest IT Forum also plays a pivotal role in leveraging the Group's purchasing power with key IT vendors.

Data governance

Protection of data remains a focus area for the Group, from architecture to security, particularly considering the new privacy laws and regulations in place. For emphasis, it is repeated that information and/or data is acknowledged as a corporate asset by the Group and must be appropriately secured and protected – a challenge considering the global skill set deficit and capacity constraints.

External assurance

PwC, the Group's external auditor issued their opinion on the FY2022 AFS. In their opinion, the AFS fairly represents, in all material respects, the consolidated financial position of Bidvest and its subsidiaries as at 30 June 2022, and its consolidated financial performance and cash flows for the year then ended.

Key audit matter raised referred to impairment assessment of indefinite useful life intangible assets and goodwill. Please refer to the Independent auditor's report for the full opinion.