Governance

Our approach to corporate governance

The Board takes overall responsibility for the performance of the Group, ensuring that it is managed in a transparent, equitable and responsible manner. Members of the Board operate as a resource for executives in directing, finalising, and overseeing the implementation of the Group’s strategy and policy.

With the aim of achieving a balanced economic, social, and environmental performance, the Board supports efforts to ensure the long-term sustainability of the business. Legitimate stakeholder involvement is kept in mind at all times. The Board fully supports the materiality approach, which emphasises integrated reporting based on issues and elements that can have a material impact on the sustainable performance of the business over the short, medium and long term.

The Board is supported by the Executive; Audit, Risk and Compliance; Social, Ethics and Transformation; Remuneration; Nominations and Corporate Governance; and Corporate Finance committees to carry out its oversight role of ensuring that implementation of the Group’s strategy is managed in a manner that is consistent with the values of the Group. These committees report to the Board on their activities in line with their delegated powers and authority, as set out in the corporate governance charter.

The Board believes that the Group has applied all significant governance principles and is compliant with all significant Listings Requirements of the JSE. The Group has not breached any regulatory requirements and has complied with statutory obligations. The governance result on the governance assessment instrument (GAI) scale remains AA, as a result of our ownership structure, where AAA is the highest measure. GAI is an independent measurement instrument of corporate governance best practice, endorsed by the Institute of Directors of Southern Africa.

The Group has made progress in identifying and managing significant risks that could have a material impact on the business. Key risk metrics and measures have been developed with risk indicators clearly defined.

Our corporate governance philosophy and practices are aligned with the four governance outcomes advocated by King IV, namely:

• Ethical culture
• Effective control
• Legitimacy
• Good performance

The Board is confident that the Group’s governance framework, supported by its Board committees and related administrative structures and compliance processes, contributes to sustainable value creation by driving:

• Accountability to stakeholders
• Sound leadership and effective decision-making
• Strong risk management and risk mitigation
• Comprehensive and transparent integrated reporting
• Remuneration policies that aim to build a winning team through the development and retention of top talent and through incentivisation in line with the Group’s strategic and transformation objectives

The Group’s governance framework is regularly reviewed to ensure that it exercises effective and ethical leadership, conducts its affairs as a good corporate citizen and takes appropriate decisions to ensure the long-term sustainability of the business.

The Board is supported by the Executive; Audit, Risk and Compliance; Social, Ethics and Transformation; Remuneration; Nominations and Corporate Governance; and Corporate Finance committees.

The Board’s delegation of authority to these committees contributes to role clarity and the effective exercise of authority and responsibilities within the broader Group. The role and responsibilities of each committee are set out in the Board’s corporate governance charter, available under the Governance documentation tab.

The charter is reviewed annually to ensure that the committee mandates remain current and effective and that the requirements of King IV are met. 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.

The Board is supported by the Executive; Audit, Risk and Compliance; Social, Ethics and Transformation; Remuneration; Nominations and Corporate Governance; Finance and Investment and Independent Board committees.

The Board's delegation of authority to these committees contributes to role clarity and the effective exercise of authority and responsibilities within the broader Group. The role and responsibilities of each committee are set out in the Board's corporate governance charter, available under the Governance documentation tab.

The Corporate Governance charter is reviewed annually to ensure that the committee mandates remain current and effective and that the requirements of King IV are met. 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.

Corporate Governance Charter of the Pick n Pay Group PDF 359KB

Corporate Governance Report Double page spreads PDF 3MB Corporate Governance Report Single pages PDF 3MB

King IV Application Report 2024 – singles PDF 453KB

PLEASE NOTE: THE CORPORATE GOVERNANCE REPORT INCLUDES ALL BOARD COMMITTEE REPORTS, INCLUDING THE REMUNERATION REPORT

Code of ethics PDF 453KB B-BBEE certificate PDF 1MB Pick n Pay stores limited – Memorandum of incorporation PDF 2MB Pick n Pay FY2024 carbon footprint verification statement PDF 511KB FY24 ESG Disclosures – Independent Assurance Statement PDF 212KB Historical governance reports Privacy Policy PDF 309KB