2.10 The independence of all independent non-executive directors will be assessed on an annual basis with a specific focus on the Cookies help us improve your website experience. S’ne is a former senior vice president, group human capital for the Sasol group since 2016. Deepa Sita will join the company as Chief Financial Officer and Executive Director on Oct. 1, 2020 (news posted on July 27 2020). 11. 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 board concluded that Advocate Monaisa has the relevant qualifications, skills, experience and competency to effectively discharge his responsibilities. Our subsidiaries have established footprints in corporate and financial services, property development and real estate. 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 Non-executive director of Oceana Group and Empresas Carozzí (Chile), Non-executive director of Oceana Group and National Foods Holdings (Zimbabwe). 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). of interest in respect of any matter on the agenda. 1.6 In these terms of reference, “Group” shall refer to the Company and its subsidiaries. The committee oversees Tiger Brands' transformation objectives and broad-based black economic empowerment (BBBEE) activities. Gifts, Entertainment & Hospitality Policy 2.4 There should be a clear division of responsibilities between the executive responsibility for the running of the Company’s business and 7.3 The committees shall be chaired by an independent non-executive director and the majority of committee members shall be independent Tiger Brands Limited is a South African packaged goods company. decision. Non-executive director of Oceana Group and Empresas Carozzí (Chile). 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. 4.1.3 approving policy and planning that gives effect to value creation; The JSE Listings Requirements stipulate that 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. 9.8 The Board’s discussions shall at all times be open and constructive. complied with. of the chair. Policy on the Trading in Company Shares For while the costs associated with cost of goods, selling, general and administrative and debt all increased as a percentage of sales, the 3.06% growth in revenues contributed … Our deepest and heartfelt thoughts remain with those who lost their loved ones and who are otherwise affected by this crisis. 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 The Tiger Brands board provides effective leadership and strategic direction in the best interest of the company and secretary. No board fees were paid for these meetings. shall be arranged through the chair of the Board or the CEO. The board has delegated certain functions to its committees to assist in meeting its oversight responsibilities. 2.1 The Board subscribes to a unitary board structure with executive and non-executive directors. Recent executive movements at Tiger Brands. The investment committee is chaired by the chairman of the board, Dr Khotso Mokhele, supported by two independent non-executive directors, namely: The committee met twice in 2018, with attendance set out below. governance and legal duties and shall support the Board by coordinating the functioning of the Board and its committees. 5.1.4 act ethically beyond mere legal compliance; Appointed: May 2016 10. Non-executive director of Dis-Chem and Mr Price Group and director of Signall Mill Products. first annual general meeting of shareholders following such appointment and may offer themselves for re-election. 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 All non-executive directors are independent as determined by the board. satisfied with the advice received, seek independent professional advice at the Company’s expense in the furtherance of their duties as Chief financial officer be reported on in the integrated report. Monitored progress in filling key executive management positions. 14.2 To the extent provided for in the formal delegation of authority framework, adopting and implementing policies and procedures of the The board was strengthened during the period by appointing Gail Klintworth on 16 August 2018. Let’s hope that the Tiger Brands Board make the required changes at the helm to put Tiger firmly back on the road of performance, growth and positive contribution and take a leaf out of Cricket Australia’s book. Declaration & Conflict of Interest Policy Sustainable Development Report 12.4 Fees shall be paid to individuals attending meetings of the Board on invitation only if approved by the chair. 2.12 Ensuring that good relations are maintained with the Company’s major shareholders and its strategic stakeholders and building and maintaining 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 Tiger Brands is South Africa's largest food company. The Board shall adopt a formal Code of Ethics and a Conflicts of Interest Policy in terms of which conflicts are defined and appropriate The detailed agenda together with supporting documentation shall be circulated prior 5.4 The directors are entitled to have access, at reasonable times, to all relevant Company information and to management. Non-executive director of Mpact Limited, Truworths International Limited, Datatec, AIG SA Group, trustee of Nelson Mandela Foundation. 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. 2.3 The chief executive officer and chief financial officer, as a minimum, shall be executive members of the Board. View detailed TBS.ZA description & … through the implementation of an effective compliance framework and processes, which should form an integral part of the Noel Patrick Doyle is Chief Executive Officer at Tiger Brands Ltd. See Noel Patrick Doyle's compensation, career history, education, & memberships. The Tiger Brands board is committed to the highest levels of ethical leadership and integrity, which are embodied in the company's values. 16.3 Management is responsible for implementing the required mechanisms to identify and manage compliance in the Company and the Group and the chairman, as well as directors' interests and any circumstances and relationships that may impair their judgement and consequently their independence. The Board should The board appointed and enhance the reputation of the Company and the Group. All directors have the relevant knowledge, skills and experience to make a meaningful contribution to the business of the company. She is a wellrounded and highly experienced human resources and business leader with a proven track record. The Board shall adopt, approve and regularly review a formal procedure to regulate the trading by directors and senior management in He has extensive experience in business development, strategy development and execution, mergers and acquisitions and corporate finance in South Africa and Africa. Chairman of AECI and non-executive director of Afrox, MTN Group, Mapitso Consortium, Hans Merensky Holdings, Kenosi Investment Holdings. Forensic investigator, Paul O’Sullivan, has called on for the entire Tiger Brands board of directors to step down. Rosh is an experienced admitted attorney, 15.2 To the extent reasonably possible, dispute resolution should be cost effective and not be a drain on the finances and resources of the considered necessary, call for a vote in whatever manner the chair, in his sole discretion, deems appropriate. In addition, the Board, via the Nomination and Appointed: July 2012 and competency of committee members. Chief strategy officer Non-executive director of Murray & Roberts, Famous Brands. The agenda and supporting meeting papers will serve as Resigned: 31 August 2018. the chair, together with the Board, shall consider the number of outside professional positions that the chair is allowed to hold, taking into 11.1 A formal assessment of the performance of the Board, chair, individual directors and Board committees shall be done every two years in Appointed to the Tiger Brands board in 1990. Remuneration Policies. Oversee development of the Tiger Brands remuneration policy that articulates and gives effect to the board's direction on fair, responsible and transparent remuneration. 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. 4.5 The Board shall approve the Combined Assurance Plan, the Internal Audit Charter and manage the assurance of the external reports. Each development is adopted at Board level. Chief executive officer 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. Executive: Corporate finance 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 The board of Tiger Brands is committed to the highest standards of corporate governance. 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. Any term in office by an independent non-executive director exceeding nine years is subject to a rigorous review by the board. confidence of new directors and encouraging them to speak and make a meaningful contribution at Board meetings; and Chief legal officer 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 Mary Jane has over 20 years’ business experience in oil and gas and mining. The chair shall approve the rationale and direct to the company secretary to assist. 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 This includes setting out principles that aim to attract and retain key and critical talent required to deliver business goals and results. However, Lawrence Mac Dougall is a member of the social, ethics and transformation committee. 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 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 secretary shall have unfettered access to the Board but, for reasons of independence, shall maintain an arms-length relationship with the to vote or be counted for quorum purposes. by rotation on an annual basis. diversity, demographics and skills requirements as part of the assessment of the Board and directors’ performance. non-executive directors unless otherwise regulated in the terms of reference of the committee. Africa, 2016 (“King IV Report”), which includes the King IV Code on Corporate Governance (“the King IV Code”). 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 is South Africa's largest food company. Chief growth officer: Exports, International and Snacks, treats & beverages Pamela Padayachee who was Finance Director, Culinary Food, becomes Acting Chief Financial Officer (news posted on February 4 2020). to the meeting within a reasonable time so as to enable the directors to be properly prepared for the meeting. In order to determine whether the chair is able to perform the duties of his office effectively, The committee comprises three independent non-executive directors. The King IV register the chair, and chairs of the respective Board committees. Board Member Tiger Brands Defined Contribution Pension Fund. sustainability of the Company and the Group. 8. 14.3 The Board shall implement a formal Group governance framework as recommended by King IV and shall review such framework on a 5.3 Directors who are not able to attend any meetings of the Board shall submit a formal apology, with reasons, to the chair or company 7.4 As a minimum, the Board shall establish an Audit Committee, Risk and Sustainability Committee, Social, Ethics and Transformation Appointed: February 2017 Prior to that, she spent 10 years at Shell in various roles in South Africa and Netherlands. Prior to her appointment, she was responsible for leading the global capital campaign for the Nelson Mandela Children’s Hospital Trust. but the terms of the engagement must be competitive, clearly recorded and all legal requirements with regards to disclosure must be immediately reported to the Board by the CEO. The nominations committee proposed the re-election of all retiring directors after a satisfactory performance review in the board appointed Emma Mashilwane as chairman of this committee, with an additional independent non-executive director as a member, namely Mark Bowman. of good corporate governance in all dealings by, in respect and on behalf of, the Company and furthermore to set out the roles and Board and the directors. 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. On 20 February 2018, Clive Vaux retired as an executive director. responsibilities of the Board and individual directors, including the composition and relevant procedures of the Board. HR Generalist Tiger Brands. declaration of all financial, economic and other interests held by the director and related parties. 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 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. 30% of all directors are women and 60% of all directors are black. and authority and are adequately resourced. 4.4 The Board shall approve and annually review a delegation of authority framework that articulates its set direction on reservation and is available on the company's website www.tigerbrands.com. 16.4 The Board should be continually informed of relevant laws, rules, codes and standards to enable the Board to adequately discharge its 5.1.13 actively participate in and contribute to Board deliberations in a constructive and frank manner under the leadership and guidance 5. Appointed: August 2012 Execution of People Strategy 4.1.4 overseeing and monitoring of implementation and execution of strategy by management; and Gail has significant experience across a number of sectors, having worked extensively across Africa and globally. in relation to such matter are defined to ensure complementary rather than competing approaches; and Appointed: April 2018 Chief customer officer On 2 November 2018, 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 In FY18, the board met six times at scheduled meetings. 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 Appointed: October 2018 We believe this policy encourages our executives to broaden their skills base and experience. decision-making in the Company. By Staff. Supplier registration, supplier management, supplier enlistment, tender result, contract award, vendor registration, empanelment , sub-contract, tender, tenders summary of the subject matter. account the relative size and complexities of the organisations involved. 15.3 Alternative dispute resolution (ADR), including methods such as conciliation, mediation and arbitration, should therefore be considered 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 7. both the care and skill any reasonable person would be expected to show in looking after their own affairs; and Dr Khotso Mokhele completed 11 years of service as a non-executive director on 30 September 2018. Appointed: May 2015 The performance, independence and qualifications of the company secretary shall be evaluated by the Board at least annually and 16.2 The Board is responsible to monitor compliance with applicable laws and with those non-binding rules, codes and standards with which Risk Management Policy 2.5 The Nomination and Governance Committee shall assist with the identification of suitable candidates for appointment to the Board. MT’s across various disciplines are selected and taken through a … Directors participating via these facilities shall be counted for quorum purposes. Assists the board in monitoring and ensuring matters relating to organisational ethics, responsible corporate citizenship, sustainable development and stakeholder relationships are effectively managed. 2. 9.5 From time to time, the non-executive directors shall meet without any members of the executive management team being present, for the Non-executive director of Oceana Group and National Foods Holdings (Zimbabwe). for a non-binding, advisory vote. 9. 4 years 10 months. Ten special board meetings were held in the calendar year to deal with this crisis. 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. 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. its stakeholders. 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