written consent of the chair, or in his absence, any other independent non-executive director of the Board will first be obtained via the The chair shall seek a consensus in the Board but may, where of authority. Rosh is an experienced admitted attorney, The Board shall be entitled to adopt and approve such procedures and policies as it may deem necessary to ensure proper governance Non-executive director of Dis-Chem and Mr Price Group and director of Signall Mill Products. We believe this policy encourages our executives to broaden their skills base and experience. 1. in the strategic planning process, and made recommendations to the board on disinvestment proposals. The Board shall adopt, approve and regularly review a formal procedure to regulate the trading by directors and senior management in 4.1.3 approving policy and planning that gives effect to value creation; 07.14.2015. The Board shall adopt, approve and regularly review a policy in respect of the dissemination of Company information in order to regulate Appointment to the Board of Tiger Brands TIGER BRANDS LIMITED ("Tiger Brands" or "the Company") (Incorporated in the Republic of South Africa) (Registration number 1944/017881/06) Share code: TBS ISIN: ZAE000071080 Appointment to the Board of Tiger Brands In compliance with section 3.59 of the JSE Limited Listings Requirements, the Tiger Brands Board … Noel Patrick Doyle is Chief Executive Officer at Tiger Brands Ltd. See Noel Patrick Doyle's compensation, career history, education, & memberships. The board is satisfied with the level of experience 34 years with the group Chief marketing officer 2.6 The Nomination and Governance Committee shall provide guidance with succession planning at Board level, including key roles such as Tiger Brands encourages members of the executive committee to consider accepting appropriate opportunities to serve as non-executive directors on the main board or committees of external companies. 1.4 The purpose of the charter is to regulate the parameters within which the Board shall operate and to ensure the application of the principles the company secretary in line with the requirements of the Companies Act and King IV. The committee comprises three independent non-executive directors. There shall at all times be a majority of 5.1.8 keep all information learned in his capacity as a director strictly confidential; 5.1.6 only use his powers for the purposes for which they were conferred upon him and not to gain an advantage for himself or a third summary of the subject matter. The board has delegated certain functions to its committees to assist in meeting its oversight responsibilities. Board and/or the Company but shall exclude advice concerning the personal interests of the director concerned. 8. HR Generalist Tiger Brands. In addition, special meetings were convened to deliberate on critical matters that needed the attention of the board. be included in the Integrated Report and the remuneration policy and implementation report shall be submitted to shareholders annually 9.9.2 Executive Management shall comment and approve said minutes within 5 (five) business days after receipt; Becky was previously with AB-Inbev as brand director: Castle Light Africa after filling senior brand leadership roles from 2013. Chief growth officer: Exports, International and Snacks, treats & beverages the Company elects to comply. 9.4 The quorum necessary for the transaction of business shall be a majority of directors unless otherwise provided for in the Company’s these support the integrity of information for internal decision-making and of the external reports, Principle 16: Stakeholders – In the execution of its governance role and responsibilities, the Board should adopt a stakeholder-inclusive The executive committee meets at least once a month or as often as required. development of future candidates. Special adviser to the minister of Science and Technology and chancellor of the University of the Free State. through the implementation of an effective compliance framework and processes, which should form an integral part of the considered necessary, call for a vote in whatever manner the chair, in his sole discretion, deems appropriate. It met once every quarter with separate sessions to review implementation milestones for the approved 2022 strategy and to consider and approve the 2019 budget. 5.1.5 disclose any information that he may be aware of that is material to the Group and which the Board is not aware of, unless such 2.4.2 overseeing a formal succession plan for directors and senior management of the Company; Out of the 10 packets, 6 was fine in regards salt levels, however packet 7 was an exception and once again laden with salt, so all my chia seeds and Omega 3 seeds and banana also got wasted. The King IV register to make informed decisions on matters placed before the Board or Board committee; Oct 2017 – Present 3 years 1 month. Remuneration Policies. account the relative size and complexities of the organisations involved. No major concerns were raised on the functioning of the board or any of its committees. Committee, Remuneration Committee, Nomination and Governance Committee and Investment Committee. reported on as required by the JSE Listings Requirements. Company’s risk management process. Directors participating via these facilities shall be counted for quorum purposes. Cookies help us improve your website experience. 12.3 Non-executive directors should, as a general rule, not provide any professional or business services of an ongoing nature to the Company. 15.3 Alternative dispute resolution (ADR), including methods such as conciliation, mediation and arbitration, should therefore be considered The performance, independence and qualifications of the company secretary shall be evaluated by the Board at least annually and 9.5 From time to time, the non-executive directors shall meet without any members of the executive management team being present, for the Our deepest and heartfelt thoughts remain with those who lost their loved ones and who are otherwise affected by this crisis. Year on year Tiger Brands Ltd grew net income 60.90% from 2.40bn to 3.86bn primarily through revenue growth (28.36bn to 29.23bn). Attendance is set out below. 9. diversity, demographics and skills requirements as part of the assessment of the Board and directors’ performance. Appointed: May 2015 4.8 The Board shall, with the support and guidance of the Remuneration Committee, adopt remuneration policies that are fair, responsible, Appointed: October 2018 in decision-making in the best interest of the Company. The Tiger Brands board comprised 10 directors at Chief customer officer 2.9 As per the provisions of the Memorandum of Incorporation of the Company, at least one third of the non-executive directors shall retire 2.2.1 The Board should annually review the number of outside professional positions that the chair and non-executive directors are appointed The company's memorandum of incorporation requires that one-third of directors must retire each year, beginning with those who have been in office the longest. Yunus Suleman has been a member since he joined the board in July 2015. 13.5 In the event that the fees of independent professional advisers per assignment are likely to exceed R50 000-00 (fifty thousand Rand) the consideration to issues such as the preservation of business relationships and costs, both in money and time, especially executive time, counsel, mostly in the FMCG industry, and satisfied with the advice received, seek independent professional advice at the Company’s expense in the furtherance of their duties as 9.11 Board meetings may be conducted via telephone or video conference facilities provided that all concerned can actively participate in the Pamela Padayachee who was Finance Director, Culinary Food, becomes Acting Chief Financial Officer (news posted on February 4 2020). 5.1.3 avoid any conflict of interest between his personal affairs and that of the Group or, where unavoidable, disclose any such conflict consider and approve, if the subsidiary company’s board considers it appropriate. Appointed: April 2015 2.9 Ensuring that all directors play a full and constructive role in the affairs of the Company and taking a lead role in the process of removing non-performing 9.9.3 Should no comments be received by 12:00 midday on the 6th (sixth) business day following circulation, the company secretary 10. matters set out herein and other matters directly relating to the Board) the company secretary, no executive reports to him other than through the Board. On 15 August 2018, Swazi Tshabalala stepped down as a non-executive director, followed by Rob Nisbet, who also stepped down as a non-executive director on 7 September 2018. 9.10 The Board shall establish an annual work plan to ensure that all relevant matters are covered by the agendas of the meetings planned for Policy on the Trading in Company Shares On 24 November 2017, Santie Botha retired as a non-executive director after serving on the board for 14 years. 9.7 In the absence of the chair at a meeting, the Board shall elect one of the directors present to act as chair for purposes of the meeting. Governance Committee, shall provide input regarding senior management appointments, remuneration and succession plans. 9.9 Draft minutes of a meeting shall approved as per the following timeline –. BRYANSTON, SOUTH AFRICA — Tiger Brands announced on July 13 the appointment of Yunus Suleman as independent non-executive director of the company. the chair, together with the Board, shall consider the number of outside professional positions that the chair is allowed to hold, taking into for this purpose via electronic communication and shall thereafter be signed by the chair of the Committee. but the terms of the engagement must be competitive, clearly recorded and all legal requirements with regards to disclosure must be Appointed: July 2018 development programmes as deemed necessary by the chair based on the outcome of the periodic assessment of the director’s the year. Director of Marsh Inc, Zensar SA, Makhup Properties, Kapela Holdings and its subsidiaries. programmes where available. On 2 November 2018, Monwabisi … with over 16 years’ experience as corporate relationship which, when judged from the perspective of a reasonable and informed third party, is likely to influence unduly or cause bias Our subsidiaries have established footprints in corporate and financial services, property development and real estate. All directors have the relevant knowledge, skills and experience to make a meaningful contribution to the business of the company. Executive and senior management assist the board to ensure the group complies with the dynamic regulatory landscape in which it operates to underpin its sustainability. The agenda and supporting meeting papers will serve as Any term in office by an independent non-executive director exceeding nine years is subject to a rigorous review by the board. 2.8 The Board shall set targets for race and gender representation in its membership and report on performance against such targets, as also The Social, Ethics and Transformation (SET) … Forensic investigator, Paul O’Sullivan, has called on for the entire Tiger Brands board of directors to step down. This comes at the time South Africa faces the largest Listeriosis outbreak in history. development is adopted at Board level. on risk and sustainability issues. prevail. Monitored progress in filling key executive management positions. independence of independent non-executive directors who have served for more than 9 years and the outcome of such assessments will Other than in respect of their appointment to the boards of associate companies, directors’ fees under this … Board Member Tiger Brands Defined Contribution Pension Fund. The nominations committee has, on behalf of the board: The social, ethics and transformation committee is chaired by an independent non-executive director, Maya Makanjee, supported by two independent non-executive directors, namely: The committee met three times in 2018, with attendance Gail Klintworth was appointed by the board since the last AGM and is required to stand for election by shareholders at the company's next AGM. As the board is committed to the highest standards of corporate governance, it executed its duties responsibly and acted independently when reviewing reports presented by management. Non-executive director of Murray & Roberts, Famous Brands. Post-investment reviews of prior strategic investments are monitored closely. of the subsidiary company by the Company (in its capacity as holding company). 6.3 Directors shall be provided with regular briefings on changes in risks, laws and the environment but shall also be expected to keep abreast preparation time ahead of each meeting to ensure that he is in a position to contribute to Board and committee discussions and 2.4 There should be a clear division of responsibilities between the executive responsibility for the running of the Company’s business and 14.2 To the extent provided for in the formal delegation of authority framework, adopting and implementing policies and procedures of the to and agree on the appropriateness of such appointments, taking into account the size, time required and complexity of all organisations. Clive retired as an executive director on 20 February 2018 after serving on the board of Tiger Brands since February 2000. The board has access to the services and advice of the company secretary, Advocate Kgosi Monaisa. to vote or be counted for quorum purposes. particularly in African operations. 6.1 A formal induction programme shall be in place for new directors who shall also be provided with a formal letter of appointment. 5.1 In fulfilling his responsibility to the Company, a director shall be expected to exhibit integrity, competence, responsibility, accountability, the board appointed Emma Mashilwane as chairman of this committee, with an additional independent non-executive director as a member, namely Mark Bowman. 13.7 In the event that any director seeks information or advice from any employee in the Group, the director shall channel such request via the 2.3 Ensuring, in conjunction with the chief executive officer and the company secretary, that an annual work plan for the Board is developed and playing an The board concluded that Advocate Monaisa has the relevant qualifications, skills, experience and competency to effectively discharge his responsibilities. Its diversity lends important perspective and depth to the group. 5.1.4 act ethically beyond mere legal compliance; Annual Financial Statements Executive Committee for comment and internal approval; 8.3 The company secretary shall report to the Board via the chair on all statutory duties and functions performed in connection with the Board. and transparent and are also aligned with the strategy of the Company while linked to individual performance. She held various human resources leadership positions in Sasol since 2008, locally and globally. 8.1 The Board shall appoint and remove the company secretary and empower the company secretary to enable him to properly fulfil his including field of knowledge, skills and experience as well as age, culture, race and gender. particular their duty to act in the best interests of the subsidiary company at all times whether or not the director is nominated to the board Pieter was previously CEO of GWK Group. 4. 6. 2.4.4 ensuring that the on-going effectiveness and development of the Board, Board committees and individual directors is reviewed annually. As a minimum, the Board shall adopt policies and procedures in respect of the following: 10.1 Conflicts of interest The Tiger Brands board is committed to the highest levels of ethical leadership and integrity, which are embodied in the company's values. 1.5 Unless inconsistent with the content, an expression which denotes any one gender includes the other genders. 11.1 A formal assessment of the performance of the Board, chair, individual directors and Board committees shall be done every two years in A remuneration report shall 7.5.3 shall be a member of the Nomination and Governance Committee and may be its chair; Prior to that, she spent 10 years at Shell in various roles in South Africa and Netherlands. shall be arranged through the chair of the Board or the CEO. 1.3 The re-appointment of the chair shall be considered biennially by the Board, based on the outcome of the formal evaluation process. 5.1.10 take steps to ensure that he has sufficient working knowledge of the Group, its industry, the triple context in which it operates, duties in the best interest of the Company and with due care, skill and diligence. ask the relevant director to recuse themselves from participating in discussions and taking decisions in respect of matters in which they have a conflict The necessary framework, systems, policies and processes are in place to ensure all entities adhere to essential group requirements and minimum governance standards. 2.8 Ensuring that complete, timely, relevant, accurate, honest and accessible information is placed before the Board to enable directors to reach an informed The company The board is satisfied that Tiger Brands applied all the recommended King IV principles in FY18. Patrick has over 30 years of experience in FMCG, including as supply chain vice-president for Unilever South Africa. 9.9.5 The final minutes will be tabled for confirmation as a true record of proceedings at the next meeting of the Committee or circulated of its governance roles and responsibilities. The Board shall consider the 2.1 The Board subscribes to a unitary board structure with executive and non-executive directors. New appointments to Tiger Brands board . in relation to such matter are defined to ensure complementary rather than competing approaches; and Tiger Brands is South Africa's largest food company. Tiger’s stakeholders deserve better. The bacterial infection has claimed 180 lives and 750 cases in the country. 2.1 Setting the ethical tone for the Board and the Group. 5.1.12 exhibit the degree of skill and care as may be reasonably expected from a person of his skill and experience, but also exercise Executive directors attend board committee meetings by invitation. The formal induction programme for all new directors is monitored by the nominations committee, which assumes responsibility for the induction process and ongoing board development programme for all directors, assisted by the company secretary. Companies Act of 2008 on recommendation by the Board with the input and assistance of the Remuneration Committee. Africa, 2016 (“King IV Report”), which includes the King IV Code on Corporate Governance (“the King IV Code”). 7.4 As a minimum, the Board shall establish an Audit Committee, Risk and Sustainability Committee, Social, Ethics and Transformation He has over 40 years of experience in the finance and corporate finance disciplines. Stakeholder Relations and Communication Policy is available on the company's website www.tigerbrands.com. 4.4 The Board shall approve and annually review a delegation of authority framework that articulates its set direction on reservation and so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term, Principle 15: Assurance – The Board should ensure that assurance services and functions enable an effective control environment, and that In the annual review process, which was conducted internally in 2018, the directors confirmed that all committees had fulfilled their obligations for the period and operated within their terms of reference. 13.3 A director shall give prior written notice to the chair, with a copy to the company secretary, of his intention to seek independent professional 7.5.4 may be a member of the Risk and Sustainability Committee and may be its chair; and Deepa Sita will join the company as Chief Financial Officer and Executive Director on Oct. 1, 2020 (news posted on July 27 2020). 2.2 The chair of the Board shall be an independent non-executive director who shall lead the Board in the objective and effective discharge Non-executive director of International Breweries plc, a subsidiary of AB-Inbev, Sterling Bank plc and Novotel: Port Harcourt, Nigeria (member of Accor Hotels group). Other than the chief executive officer and (in respect of the limited Delegation of Authorities Framework 7.1 The Board shall delegate certain of its functions to well-structured committees but without abdicating its own responsibilities. The board is determined to achieve its target of 50% for women and black representation by 30 September 2022. Code of Ethics citizen, Principle 4: Strategy and performance – The Board should appreciate that the organisation’s core purpose, its risks and opportunities, Golden Tiger Brands is a South African based holding company with a diverse market portfolio. A self-assessment, via individual questionnaires, was performed in FY18. 4.3 The Board shall appoint the chief executive officer (CEO) and formally evaluate the performance of the CEO annually against agreed Diversity Policy On 20 February 2018, Clive Vaux retired as an executive director. Resigned: 31 August 2018. 7.2.3 a balanced distribution of power in respect of membership across committees, so that no individual has the ability to dominate This common bacteria was said to be the cause of the NCC's action, with a massive impact on the food industry and the lives of consumers. Tiger Brands. The audit committee chairman's report is set out here. 9.6 Members of senior management and service providers may be invited by the chair to attend meetings of the Board but shall not be entitled The risk and sustainability committee is chaired by an independent non-executive director, Yunus Suleman, supported by two independent non-executive directors as members, namely: The board is satisfied with the level of experience and competency of these members. company secretary, CEO; or alternatively any other Executive Director. its stakeholders. 30 September 2018, with a range of corporate leadership skills, industry expertise and diversity appropriate to lead and best achieve the company's strategic objectives in this competitive environment. 7.5.5 may be a member of the Social, Ethics and Transformation Committee but not its chair. • Principle 9: Evaluations of the performance of the governing body – The Board should ensure that the evaluation of its own performance 3. All non-executive directors are independent as determined by the board. By Staff. Chief supply chain officer The social, ethics and transformation committee's activities are set out here. Appointed: February 2017 and the chairman, as well as directors' interests and any circumstances and relationships that may impair their judgement and consequently their independence. This includes promoting equality, preventing unfair discrimination, contributing to community development and monitoring the company's activities in terms of relevant legislation and prevailing code of best practices. ... Board Members. 7.5.2 may be a member of the Remuneration Committee but not its chair; 12.1 Fees paid to directors for their services as directors shall be approved by shareholders at the annual general meeting as required by the Tiger Brands on Wednesday said Khotso Mokhele would succeed Andre Parker as chairman of the company. 2.13 Ensuring that Board decisions are executed. Such access strategy, business model, performance an, Principle 5: Reporting – The Board should ensure that reports issued by the organisation enable stakeholders to make informed assessments Appointed: May 2018 be reported on in the integrated report. non-executive directors unless otherwise regulated in the terms of reference of the committee. 5.1.2 conduct himself in a professional manner; excluding its annual strategic session and budget meeting. fairness and transparency and, as such shall be expected to: 5.1.1 act in the best interest of the Company, in good faith and with integrity and adhere to all relevant legal standards of conduct; of interest in respect of any matter on the agenda. Prior to her appointment, she was responsible for leading the global capital campaign for the Nelson Mandela Children’s Hospital Trust. 4.1.4 overseeing and monitoring of implementation and execution of strategy by management; and and competency of committee members. 2.12 Ensuring that good relations are maintained with the Company’s major shareholders and its strategic stakeholders and building and maintaining 1.2 The board of directors of Tiger Brands Limited (“the Board”) fully subscribes to the principles of good corporate governance, as elaborated Mindful of its duty as a responsible corporate citizen, the board made a concerted effort to ensure it met regularly, particularly in the early stages of what manifested into a crisis for the company. After taking into account, among other considerations, the extent to which the diversity of his views, skills and experience continue to enhance the board's effectiveness, the board is satisfied that Dr Mokhele's independence is not impaired by his length of service. 4.5 The Board shall approve the Combined Assurance Plan, the Internal Audit Charter and manage the assurance of the external reports. every year thereafter with the assistance of the Nomination and Governance Committee, it is concluded that such director exercises Non-executive director of Oceana Group and National Foods Holdings (Zimbabwe). The Board shall consider the indicators as per the King IV Code and other The Company may, for the purpose of a special assignment, engage the services of a non-executive director (specific field of expertise) and authority and are adequately resourced. 1.1 Recommendations for and principles of good corporate governance are set out in the King IV Report on Corporate Governance for South 10.2 Trading in company equities Further enhancements will be made, in line with the board's objectives to continuously improve corporate governance practices. 1.1 The chair is accountable to the Board.
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