tiger brands board

7.5.2 may be a member of the Remuneration Committee but not its chair; 4 years 10 months. 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. and transparent and are also aligned with the strategy of the Company while linked to individual performance. The executive committee meets at least once a month or as often as required. 4.1.3 approving policy and planning that gives effect to value creation; The board of Tiger Brands is committed to the highest standards of corporate governance. 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). No board fees were paid for these meetings. All non-executive directors are independent as determined by the board. JOHANNESBURG, Aug 21 (Reuters) - South African food producer Tiger Brands said on Friday Khotso Mokhele would step down as chairman of the board on Dec. 31. Dr Khotso Mokhele completed 11 years of service as a non-executive director on 30 September 2018. 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). In the year ahead, while we continue to resolve issues emanating from the crisis and deal with the complex environment of multi-categories, the board and management also recognise the need to maintain focus on driving the health and wellness agenda and deliver sustainable growth that creates value for all stakeholders. On 20 February 2018, Clive Vaux retired as an executive director. 2.6 The Nomination and Governance Committee shall provide guidance with succession planning at Board level, including key roles such as 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. 6. 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 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 … required by the JSE Listings Requirements. Appointed: December 2016 No major concerns were raised on the functioning of the board or any of its committees. Chief growth officer: Exports, International and Snacks, treats & beverages diversity and independence for it to discharge its governance role and responsibilities objectively and effectively, Principle 8: Committees of the governing body – The Board should ensure that its arrangements for delegation within its own structures 1.3 To guide its effective functioning the Board approved this charter (“the charter”), the provisions of which shall at all times be subject to all The committee comprises three independent non-executive directors. 5.2 Individual directors shall be expected to participate in the Company’s induction programme on appointment and attend such professional in the strategic planning process, and made recommendations to the board on disinvestment proposals. 3.3 Non-executive directors shall be categorised as independent if the Board concludes that there is no interest, position, association or This comes at the time South Africa faces the largest Listeriosis outbreak in history. diversity, demographics and skills requirements as part of the assessment of the Board and directors’ performance. 2.2.1 The Board should annually review the number of outside professional positions that the chair and non-executive directors are appointed 14.3 The Board shall implement a formal Group governance framework as recommended by King IV and shall review such framework on a Chief growth officer: Grains and Consumer Brands IT Governance Charter & Framework Oct 2017 – Present 3 years 1 month. 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. The board also confirmed that he is not a director of the company and is able to interact with the board and chairman independently. In order to determine whether the chair is able to perform the duties of his office effectively, Africa, 2016 (“King IV Report”), which includes the King IV Code on Corporate Governance (“the King IV Code”). 9. 5.4 The directors are entitled to have access, at reasonable times, to all relevant Company information and to management. Partner at SYSTEMIQ. HR Generalist Tiger Brands. The committee assessed all investment opportunities identified promote independent judgment and assist with balance of power and the effective discharge of its duties Supplier registration, supplier management, supplier enlistment, tender result, contract award, vendor registration, empanelment , sub-contract, tender, tenders 6.1 A formal induction programme shall be in place for new directors who shall also be provided with a formal letter of appointment. She is a wellrounded and highly experienced human resources and business leader with a proven track record. Execution of People Strategy Non-executive director of Oceana Group and Empresas Carozzí (Chile), Non-executive director of Oceana Group and National Foods Holdings (Zimbabwe). A self-assessment, via individual questionnaires, was performed in FY18. Stakeholder Relations and Communication Policy Delegation of Authorities Framework secretary shall have unfettered access to the Board but, for reasons of independence, shall maintain an arms-length relationship with the Noel Patrick Doyle is Chief Executive Officer at Tiger Brands Ltd. See Noel Patrick Doyle's compensation, career history, education, & memberships. reasonable and informed third party, is likely to influence unduly or cause bias in decision-making. company secretary who shall facilitate the formal process. Oversee development of the Tiger Brands remuneration policy that articulates and gives effect to the board's direction on fair, responsible and transparent remuneration. Appointed: May 2018 5.1.2 conduct himself in a professional manner; and standards in a way that supports the organisation being ethical and a good corporate citizen, Principle 14: Remuneration governance – The Board should ensure that the organisation remunerates fairly, responsibly and transparently delegation of power. 7.1 The Board shall delegate certain of its functions to well-structured committees but without abdicating its own responsibilities. following: 7.2.1 effective collaboration through cross-membership between committees, where required; coordinated timing of meetings; and By Staff. MT’s across various disciplines are selected and taken through a … 7.4 As a minimum, the Board shall establish an Audit Committee, Risk and Sustainability Committee, Social, Ethics and Transformation including field of knowledge, skills and experience as well as age, culture, race and gender. The social, ethics and transformation committee's activities are set out here. 13.2 The directors shall, both individually and collectively, have the right to consult the Company’s professional advisers and, if they are not 11.3 An overview of the evaluation process, results and action plans shall be disclosed in the Integrated Report. View detailed TBS.ZA description & … 15.1 The Board subscribes to the principle that both internal and external disputes should be resolved as effectively, efficiently and expeditiously Company. Chief human resources officer 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 9.2 The company secretary shall be required to facilitate the process of setting the agenda for each meeting as agreed with the chair and The chairman of Tiger Br… 6.2 Where deemed necessary, directors shall be assisted, with the guidance of the chair, to participate in development and mentoring indicators holistically and on a substance-over-form basis when assessing the independence of a director for purposes of the Chief corporate affairs and sustainability officer objectives, Principle 12: Technology and information governance – The Board should govern technology and information in a way that supports the 4.1.2 steering the Group and setting its strategic direction for the short (1-2 years), medium (2-4 years) and long term (4 years+); Risk Management Policy development programmes as deemed necessary by the chair based on the outcome of the periodic assessment of the director’s Each 4.6 The Board shall review material stakeholders as recommended by the Social, Ethics and Transformation Committee. 5.1.8 keep all information learned in his capacity as a director strictly confidential; Other than the chief executive officer and (in respect of the limited 16.1 The Board subscribes to the principle that being legally compliant is essential, not only for business success, but also to protect, maintain Other than in respect of their appointment to the boards of associate companies, directors’ fees under this … of good corporate governance in all dealings by, in respect and on behalf of, the Company and furthermore to set out the roles and by rotation on an annual basis. Chief financial officer the circulation of price sensitive information and to ensure equal treatment of all shareholders. The following directors will retire, and are eligible for re-election, at the company's next annual general meeting (AGM): Maya Makanjee, Makhup Nyama and Emma Mashilwane. 9.9.3 Should no comments be received by 12:00 midday on the 6th (sixth) business day following circulation, the company secretary non-executive directors, most of whom shall be independent as defined in the King IV Code. to a subsidiary company and the interests of the Company as holding company, the duties of the director to the subsidiary company must 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 4.3 The Board shall appoint the chief executive officer (CEO) and formally evaluate the performance of the CEO annually against agreed 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 directors, subject to the procedures and limitations as set out below. The committee oversees Tiger Brands' transformation objectives and broad-based black economic empowerment (BBBEE) activities. these remain aligned with the principles of good governance, accountability, fairness, integrity, responsibility and trust. professional financial advisers on matters of law, accounting and other regulatory matters relating to the business and/or affairs of the The chairman of the Tiger Brands board, chairman of the nominations committee, and chairman of the remuneration committee are required to authorise these appointments based on a recommendation from the CEO. The chair shall seek a consensus in the Board but may, where Principle 1: Leadership – The Board should lead ethically and effectively, Principle 2: Organisational ethics – The Board should govern the organisation in a way that supports the establishment of an ethical culture, Principle 3: Responsible corporate citizenship – The Board should ensure that the organisation is and is seen to be a responsible corporate 11.2 The Chair of the Remuneration Committee shall lead the evaluation of the chair’s performance. Board and/or the Company but shall exclude advice concerning the personal interests of the director concerned. The chair shall approve the rationale and direct to the company secretary to assist. The Tiger Brands board comprised 10 directors at 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. accordance with the methodology approved by the Board on recommendation by the Nomination and Governance Committee. 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 relationship which, when judged from the perspective of a reasonable and informed third party, is likely to influence unduly or cause bias 2.7 The Board, with the assistance and guidance of the Nomination and Governance Committee, shall on an annual basis consider its size, 9.9.2 Executive Management shall comment and approve said minutes within 5 (five) business days after receipt; 12. 2.10 Monitoring how the Board works together and how individual directors perform and interact at meetings. Appointed: May 2015 1.1 Recommendations for and principles of good corporate governance are set out in the King IV Report on Corporate Governance for South Retired: 31 May 2018, Previous page: Environmental sustainability, Tiger Brands: Integrated Annual Report 2018, Turning outputs into competitive advantage, Social, ethics and transformation committee report, Analysis of registered shareholders and company schemes, Social, ethics and transformation committee. Any director may, in consultation with the chair, request additional Board 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. Tiger Brands on Wednesday said Khotso Mokhele would succeed Andre Parker as chairman of the company. 7.5.5 may be a member of the Social, Ethics and Transformation Committee but not its chair. of authority. Special adviser to the minister of Science and Technology and chancellor of the University of the Free State. Any material incidences of non-compliance should be The committee met four times in 2018 and attendance is set 5.1 In fulfilling his responsibility to the Company, a director shall be expected to exhibit integrity, competence, responsibility, accountability, 2.6 Dealing with conflicts of interest which may arise, ensuring compliance with all internal and external legal requirements. the board must annually consider and satisfy itself on the competence, qualifications and experience of the company secretary. of developments in the business environment and markets that may have a material impact on the Group business. 8.2 The company secretary shall provide professional and independent guidance to the Board and individual directors on corporate 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, development of future candidates. Tiger Brands. Attendance is set out below. reported on as required by the JSE Listings Requirements. promote diversity in its membership across a variety of attributes relevant for promoting better decision-making and effective governance, 4.5 The Board shall approve the Combined Assurance Plan, the Internal Audit Charter and manage the assurance of the external reports. summary of the subject matter. Chief marketing officer 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: February 2017 Prior to her appointment, she was responsible for leading the global capital campaign for the Nelson Mandela Children’s Hospital Trust. The Tiger Brands Management Trainee Programme is a 24 month accelerated development programme which aims to recruit bachelor’s degree / Btech graduates who demonstrate the potential to reach senior leadership positions in the organisation. The board concluded that Advocate Monaisa has the relevant qualifications, skills, experience and competency to effectively discharge his responsibilities. Company as holding company in the operations of the subsidiary company should be a matter for the board of the subsidiary company to Annual Financial Statements out below. The necessary framework, systems, policies and processes are in place to ensure all entities adhere to essential group requirements and minimum governance standards. 7.5.4 may be a member of the Risk and Sustainability Committee and may be its chair; and 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. immediately reported to the Board by the CEO. as possible options in the resolution of both internal and external disputes, before approaching a court of law, but only when appropriate Bloomberg - Sign up to our Next Africa newsletter and follow Bloomberg Africa on Twitter Tiger Brands Ltd. cut as many as … The executive committee comprises 12 members. member shall send an email to the Company Secretary indicating their approval of the minutes, within 10 (ten) business days. 5.1.13 actively participate in and contribute to Board deliberations in a constructive and frank manner under the leadership and guidance 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 The board is guided by the principles in the King IV Report on Corporate Governance, JSE Listings Requirements, Companies Act No 71 of 2008 and other relevant laws and regulations. The Tiger Brands board comprised 10 directors at 11.1 A formal assessment of the performance of the Board, chair, individual directors and Board committees shall be done every two years in Non-executive director of GlobeScan, advisory board member to MAS Holdings and NESTE, advisory group member for SIG, advisory council member of Wheeler Business and Development Institute, London Business School. 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. to make informed decisions on matters placed before the Board or Board committee; for a non-binding, advisory vote. of its governance roles and responsibilities. This charter will be reviewed on an annual basis by the Board. As a minimum, the Board shall adopt policies and procedures in respect of the following: 10.1 Conflicts of interest 2.8 Ensuring that complete, timely, relevant, accurate, honest and accessible information is placed before the Board to enable directors to reach an informed active part in setting the agenda for Board meetings. 3.1 Each director shall at least annually, or whenever there are significant changes, submit to the Board, via the company secretary, a The board is determined to achieve its target of 50% for women and black representation by 30 September 2022. 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.

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