Governance

Governance

Board of Directors

Executive directors

Mark Blair

Chief Executive Officer

Praneel Nundkumar

Chief Financial Officer

Stewart Cohen

Honorary Chairman & Co-Founder

Nigel Payne

Independent, Chairman

Mark Bowman

Lead Independent, Non-Executive Director

Jane Canny

Independent, Non-Executive Director

Harish Ramsumer

Independent, Non-Executive Director

Lucia Swartz

Independent, Non-Executive Director

Refilwe Nkabinde

Independent, Non-Executive Director

Neill Abrams

Independent, Non-Executive Director

Richard Inskip

Independent, Non-Executive Director

Mark Blair

Chief Executive Officer

Praneel Nundkumar

Chief Financial Officer

Stewart Cohen

Honorary Chairman & Co-Founder

Nigel Payne

Independent, Chairman

Mark Bowman

Lead Independent, Non-Executive Director

Jane Canny

Independent, Non-Executive Director

Harish Ramsumer

Independent, Non-Executive Director

Lucia Swartz

Independent, Non-Executive Director

Refilwe Nkabinde

Independent, Non-Executive Director

Neill Abrams

Independent, Non-Executive Director

Richard Inskip

Independent, Non-Executive Director

Key Documents

Memorandum of Incorporation
Board Mandate
Board Report FY2023
Governance Framework FY2023
Policy for Director Appointments
Policy for Promotion of Board Diversity

“Where ordinary people do extraordinary things”

Stewart Cohen, (Co-Founder)

Board Committees

Audit & Compliance

The committee provides independent oversight of the effectiveness of the group’s assurance and compliance functions, with particular focus on combined assurance arrangements (including external assurance service providers, internal audit and the finance function) and the integrity of the annual financial statements and, to the extent delegated by the board, other external reports issued by the group.

Harish Ramsumer Chairman

Mark Bowman
Refilwe Nkabinde

Downloads

Audit & Compliance Committee Mandate

Internal audit and assurance statement – extracted from the 2023 integrated report

Internal Audit Mandate

Audit and Compliance Report – extracted from the 2024 integrated report

The committee oversees the group’s approach to remuneration to ensure fair, equitable and responsible remuneration in support of the group’s strategy. The committee is further responsible for overseeing that remuneration processes are carried out consistently and aligned to the group’s remuneration policy thus ensuring that the intellectual capital required to achieve the group’s imperatives is attracted, motivated, retained and rewarded. In addition, the committee oversees the composition and performance of the board and its committees.

Mark Bowman Chairman

Lucia Swartz
Nigel Payne
Richard Inskip

Downloads

Remuneration and Nominations Committee Mandate

Remuneration report – extracted from the 2024 integrated report

Group Share Schemes

The committee is responsible for assisting the board in its oversight of risk, reviewing the group’s risk appetite and risk profile in relation to strategy, reviewing the effectiveness of the group’s risk management framework and the methodology used in determining the group’s risk profile and respective responses. The committee’s responsibility is to ensure that risks and opportunities are considered and managed in a manner that influences and fulfils the setting and achievement of the group’s strategy.

To fulfil its role, the committee oversees management’s implementation and execution of effective risk management which includes mitigation responses to key risks, reducing risks to within risk tolerance, insurance cover, business resilience, IT risk management and related assurance mechanisms. In addition, the committee plays an oversight and advisory role over the group’s IT.

Nigel Payne Chairman

Daisy Naidoo
Harish Ramsumer
Jane Canny
Neill Abrams
Mark Blair
Praneel Nundkumar

Downloads

Risk and Information Technology Committee Mandate

Technology Divisional Board Mandate

Risk and IT Committee Report – extracted from the 2024 integrated report

Enterprise Risk Management and Material Matters – extracted from the 2024 integrated report

The committee is responsible for fulfilling the functions set out in the Companies Act and provides oversight of and reporting on organisational ethics, responsible corporate citizenship, and stakeholder relationships. It reviews and monitors sustainable business practices and business ethics, including transformation as well as social and environmental practices, to ensure that the business achieves its strategic imperatives responsibly and ethically. This also encompasses an overview of labour practices to ensure fairness and monitoring the group’s commitment to promoting and protecting human rights.

Lucia Swartz Chairman

Daisy Naidoo
Jane Canny
Mark Blair

Downloads

Social, Ethics, Transformation and Sustainability Committee Mandate

Social, Ethics, Transformation and Sustainability Report – extracted from the 2024 integrated report

Commitment Statement

Integrity, competence, responsibility, accountability, fairness and transparency are the key pillars for ethical and effective leadership and the starting point of good corporate governance. From the board and executive leadership to store associates, both individually and collectively, every group associate should do the right thing and display these key traits to enable delivery of appropriate outputs. Good corporate governance is aspirational and must be continuously monitored, adapted and improved. The disruptions arising from the COVID-19 pandemic highlighted the strength of the board’s leadership through consistent application of and continued commitment to the group’s beliefs. This ensured the group’s strategic direction and core values were uncompromised during the unprecedented past year. Governance practices must continue to be aligned and enable value creation through the achievement of group strategy. The beliefs of Passion, Value and Partnership (refer page 9) and as expanded on in the group’s code of conduct, is the group’s internalisation of ethics and the standard of conduct against which each director and the board is measured.

Board and Management Committees Organogram
King IV

Commitment Statement

Integrity, competence, responsibility, accountability, fairness and transparency are the key pillars for ethical and effective leadership and the starting point of good corporate governance. From the board and executive leadership to store associates, both individually and collectively, every group associate should do the right thing and display these key traits to enable delivery of appropriate outputs. Good corporate governance is aspirational and must be continuously monitored, adapted and improved. The disruptions arising from the COVID-19 pandemic highlighted the strength of the board’s leadership through consistent application of and continued commitment to the group’s beliefs. This ensured the group’s strategic direction and core values were uncompromised during the unprecedented past year. Governance practices must continue to be aligned and enable value creation through the achievement of group strategy. The beliefs of Passion, Value and Partnership (refer page 9) and as expanded on in the group’s code of conduct, is the group’s internalisation of ethics and the standard of conduct against which each director and the board is measured.

Board and Management Committees Organogram
King IV

Code of Conduct

The code of conduct, which formalises the group’s stance on various ethical issues, includes and upholds the group’s commitment to human rights, equal opportunity, fair treatment, forced and child labour, environment, and anti-bribery and corruption principles. The code of conduct is published on the group’s website and is incorporated into associate employment contracts and contractual arrangements with suppliers and other service providers. The externally facilitated KPMG FairCall hotline provides a confidential mechanism for associates and third parties to report non-compliance with the code of conduct.

Code of Conduct