Integrated

Annual Report

2018


NAVIGATING OUR REPORTING SUITE

NAVIGATING OUR REPORTING SUITE

Our six capitals

Our ability to create long-term sustainable value for stakeholders depends on the use of various capitals within our business. The International Integrated Reporting <IR> Framework supports integrated financial reporting, and, in particular, the reporting of the Group's business model across these six forms of capital. Refer to "Our business model" on pages 20 to 21 for more information.

Financial

Human

Manufactured

Social and relationship

Intellectual

Natural


Our key stakeholders

The Group is committed to open and constructive engagement with all our stakeholders. Our business model and strategy are designed to consider and address the issues and concerns most relevant to our key stakeholders. Refer to the "Engaging with our stakeholders" section on pages 38 to 41 for more information.

Customers

Community

Employees

Suppliers

Franchisees

Shareholders


Our business acceleration pillars

The second stage of our strategic long-term plan is organised around seven business acceleration pillars. These pillars represent the material growth opportunities that can materially affect our ability to create value over the short, medium and long term. Refer to our "Strategic focus" section on pages 44 to 51 for more information.

Better for customers

A flexible and winning estate

Efficient and effective operations

Every product, every day

A winning team

Boxer–
a national brand

Rest of Africa – a second engine of growth


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OUR APPROACH TO
CORPORATE GOVERNANCE



The Group's commitment to the
highest standards of corporate
governance has contributed to its
sustainable value creation over
more than 50 years. Our ethical
value system has built strong
relationships with stakeholders
who recognise and support
the Group as a responsible
corporate citizen, with the
confidence that we will always
do what is right.

The Board is committed to strong and ethical leadership, and to consistent action within a governance framework that is built on the principles of honesty, integrity and accountability. The corporate governance structure of the Group is regularly reviewed to ensure that the Board exercises effective and ethical leadership, conducts its affairs as a good corporate citizen and takes appropriate decisions to ensure the long-term sustainability and value creation of the business.

The Board retains overall responsibility for the concept of integrated thinking as encapsulated in the King Report on Corporate Governance™ for South Africa 2016 (King IV™), which underpins corporate citizenship, stakeholder inclusivity, sustainable development and integrated reporting.

The Board is confident that the Group's governance framework, including all its related Board structures and administrative and compliance processes, contributes to ongoing value creation by driving:

  • Accountability to stakeholders
  • Sound leadership and effective decision-making
  • Strong risk management and risk mitigation
  • Comprehensive and transparent integrated reporting
  • A remuneration policy that builds a winning team through the development and retention of top talent and incentivises in line with the Group's strategic objectives

The Board supports the materiality approach, which emphasises integrated reporting based on issues, risks and opportunities that can have a material impact on the sustainable performance of the business over the short, medium and long term. Details of the material issues and related risks identified and managed by the Group are set out on pages 32 to 37.

BOARD FUNCTION

The Board of directors, as elected by shareholders, take overall responsibility for the performance and sustainable value creation of the Group. Sustainable value creation is measured across the triple context of the Group's economic, social and environmental performance, with reference to the effective management of its capitals. The directors ensure that the Group is managed in a transparent, equitable and responsible manner for the benefit of all its stakeholders. The Board appreciates that strategy, risk, performance and sustainability are inseparable elements of value creation. It thereby ensures that the reports issued by the Group enable stakeholders to make informed assessments of its performance, and its short, medium and long-term prospects.

Directors are encouraged to engage in rigorous debate with the aim of promoting direction, governance and effective leadership of the Group. All Board members are conscious of their obligation to act with integrity as representatives of all stakeholders of the Group.

The 2018 corporate governance report is available on our website at www.picknpayinvestor.co.za.

EVALUATION OF BOARD PERFORMANCE

The Board performs a formal annual evaluation of its performance and its overall contribution to the Group. The review includes an evaluation of the performance and contribution of each individual director. Completed questionnaires are submitted to the Chairman, who conducts interviews with each member of the Board. The effectiveness of the Chairman is assessed by the lead independent director. Discussions centre on how the performance and effectiveness of the Board can be improved. Individual feedback is given to each director, and the Chairman gives general feedback to the Board.

The Board is satisfied that it has fulfilled its responsibilities in accordance with its Corporate Governance Charter, King IV™, the JSE Listings Requirements,
the Companies Act, and applicable statutory and regulatory requirements for the financial period ended February 2018.

CONTROLLING SHAREHOLDER AND ITS BOARD REPRESENTATION

The Group has a controlling shareholder, Ackerman Investment Holdings Proprietary Limited. The Chairman (Gareth Ackerman), one non-executive director (David Robins) and two executive directors (Suzanne Ackerman-Berman and Jonathan Ackerman), all members of the Ackerman family, are not independent by virtue of their indirect shareholdings in the Company. To guard against a perception that a conflict of interest could arise between the controlling shareholder and other shareholders, the Board annually elects an independent non-executive director to act as lead independent director (LID). The role of the LID is to provide leadership and advice to the Board when the Chairman has a conflict of interest, without detracting from the authority of the Chairman. The position also provides an important point of contact for the broader investment and stakeholder community should they have concerns with the management of the Group or potential conflicts of interest.

BOARD COMPOSITION

The Board consists of 13 directors, with eight non-executive directors and five executive directors. Six of the eight non-executive directors are independent. Refer to pages 78 and 79 for more detail.

The non-executive directors are diverse in their academic qualifications, business experience, gender and race, resulting in a balanced Board. Directors exercise leadership, enterprise, integrity and judgment in directing the Group's value-creation processes to ensure that they are sustainable for all stakeholders. All directors receive regular briefings on changes in risks, laws and the business environment.

DIRECTOR APPOINTMENT AND ROTATION

The Board's rotation policy ensures that one-third of non-executive directors come up for re-election at each annual general meeting. Shareholders are enabled to hold directors to account and to appoint directors to the Board whom they believe will add value to the business.

The Board proactively seeks and appoints qualified individuals who reflect a diverse range of skills, professions and backgrounds that represent the gender, race and ethnic diversity of the communities we serve.

The Board is satisfied that its composition reflects an appropriate mix of knowledge, skills, experience, diversity and independence. The Group's gender and racial diversity targets for its Board have been met.

OPERATIONAL GOVERNANCE

The Board appoints the Chief Executive Officer (CEO) to run the Group on its behalf. The CEO is responsible for leading the implementation and execution of approved strategy, policy and operational planning, and serves as the principal link between management and the Board.

The CEO is mandated to ensure that the day-to-day business affairs of the Group are appropriately managed by executive management and that the necessary systems and controls are in place for effective risk management.

The Board recognises that risk management is an integral part of Group strategy, and delegates to management the responsibility of designing, implementing and monitoring the risk management plan.

EXECUTIVE REPRESENTATION ON THE BOARD

The executive function of the Group is performed by Richard Brasher (CEO), Bakar Jakoet (Chief Finance Officer or CFO) and Richard van Rensburg (Chief Information Officer or CIO), who are all executive directors of the Company.

ANNUAL ASSESSMENT OF INDEPENDENCE

King IV™ does not consider the length of a non-executive director's term in office as a determinant of independence. However, the Group's policy requires all independent non-executive directors who have served on the Board for more than nine years to retire by rotation at the end of every year, instead of the standard three-year term of office.

At the end of each term, whether one year or three years, the director and the Chairman jointly evaluate each director's independence. By mutual consent the director may be considered for re-election. Consideration is given to factors such as:

  • The director's involvement with other companies
  • External directorships held
  • Relationships with material suppliers and competitor companies
  • Material contracts with the Group, if any
  • Whether the director had been employed by the Group in an executive capacity during the preceding three years
  • Whether the director's fees represented a material part (10% or more) of their wealth or income

OUR APPROACH TO CORPORATE GOVERNANCE

All directors regularly declare their directorships and commercial interests to the Board. Transparency of commercial interests ensures that directors can be seen to be free from any business or other relationship that may interfere materially with any director's capacity to act in an independent manner.

The Board has established a balance between the experience of long-serving directors and the fresh insights from new directors. All our directors, whatever their length of service, are strong-minded individuals of integrity, who are successful and experienced professionals in their respective fields. They strive to act with independence of mind in the best interests of the Group. They have no interest, position, association or relationship that is likely to unduly influence or cause bias in decision-making in relation to the Group.

The Board is satisfied that the independent non-executive directors met the criteria for independence as established by King IV™, the Companies Act and the JSE Listings Requirements.

BOARD COMMITTEES

The Board is supported by six committees, namely the audit, risk and compliance, social and ethics, corporate finance, corporate governance, nominations and remuneration committees. The Board's delegation of authority to committees contributes to role clarity and the effective exercise of authority and responsibilities within the broader Group.

The role and responsibilities of each Board committee are set out in the corporate governance charter, which is reviewed annually to ensure that the committee mandates remain current and effective. The charter, which was reviewed to ensure that the requirements of King IV™ were met, is available on our website at www.picknpayinvestor.co.za.

Each committee considers its effectiveness by way of a review of its activities against the approved terms of reference in line with their delegated powers and authority. Together with the Board, all committees were satisfied that they carried out their responsibilities during the period.

GOVERNANCE STRUCTURE

The diagram below is a summary of the governance structure of the Group. For more information, refer to the 2018 corporate governance report on our website at www.picknpayinvestor.co.za.

GOVERNANCE STRUCTURE

The table reflects the Board and committee attendance at the meetings for the 2018 financial period:

  Name Position Board AGM  
  G Ackerman Chairman 5/5 1/1 3/3  
  J Ackerman Executive 5/5 1/1  
  S Ackerman-Berman Executive 5/5 1/1 3/3  
  R Brasher CEO 5/5 1/1  
  D Friedland Independent non-executive 5/5 1/1 2/2 *  
  H Herman Lead Independent non-executive 5/5 1/1 2/2 3/3 *  
  A Jakoet CFO 5/5 1/1  
  A Mathole Independent non-executive 5/5 1/1 * 2/3  
  A Mothupi Independent non-executive 5/5 1/1 2/2 3/3 *  
  L Phalatse Independent non-executive 5/5 1/1 * 3/3  
  D Robins Non-executive 5/5 1/1  
  R van Rensburg CIO 5/5 1/1  
  J van Rooyen Independent non-executive 5/5 1/1 2/2 2/3 *  

The nominations committee, corporate finance committee and corporate governance committee meet as and when required throughout the financial year.

Not a member of the committee

Present at ad hoc meetings

*

The corporate finance committee was not convened during the financial period.

For more detail on the objectives and activities of the Board and its committees, please refer to the corporate governance report on our website at www.picknpayinvestor.co.za.