Corporate governance

The board

Segregation of duties
 The roles of the Chairman and the Chief Executive Officer are separate, with responsibilities divided between them to ensure a balance of power and authority. The Chairman is responsible for providing overall leadership of the board and ensuring that the board performs effectively. The Chief Executive Officer is responsible for the execution of the strategic direction, which is approved by the board, through the delegation of authority.

The Lead Independent Director is Rex Tomlinson who chairs or serves on all of the committees of the board and is therefore well placed to influence the governance of the company and meet his obligations as Lead Independent Director.

The Company Secretary ensures that board procedures and relevant regulations are fully adhered to. The Company Secretary is not a director of the company. The directors have unlimited access to the advice and services of the Company Secretary. The board is satisfied that the Company Secretary is competent and has the appropriate qualifications and experience required by the group. The Company Secretary also acts as secretary for the committees of the board.

All directors have unrestricted access to company records, information, documents and property and unfettered access to management at any time. All directors are entitled, at Tsogo Sun’s expense, to seek independent professional advice on any matters pertaining to the group where they deem this to be necessary.

Board composition and attendance
 The composition of the board and of the audit and risk, remuneration and the social and ethics committees were determined primarily by the terms of the relationship between the majority shareholders. Post-year end, following the disposal of SABMiller of its shareholding, J Davidson, JS Wilson, MI Wyman and JA Mabuza resigned. An additional independent non-executive director, BA Mabuza, has been appointed post-year end due to the appointment of Y Shaik as an executive director of HCI. No independent director has served for more than nine years. The board considers that there is an appropriate balance of skills, experience, independence and knowledge among the independent directors. One third of the directors retire by rotation each year in line with the memorandum of incorporation.

During the year there were four board meetings. Individual directors’ attendance at the board and committee meetings and at the AGM is set out in the table below:

    Board     Audit  
and risk  
committee  		 Remuneration  
committee  		 Social  
and ethics  
committee  		 AGM  
Executive directors                
Marcel von Aulock     4/4           ✔  
Rob Huddy     4/4           ✔  
Non-executive directors                
Chairman                
John Copelyn     4/4       1/2     ✔  
Deputy Chairman                
Jabu Mabuza     2/4            
Lead independent                
Rex Tomlinson     4/4     3/3   2/2   2/2   ✔  
Independent                
Jabu Ngcobo     4/4     3/3   2/2   2/2    
Yunis Shaik     4/4     2/3   2/2   1/2    
Non-independent                
John Davidson     1/1       1/1      
Marcel Golding     4/4            
Graham Mackay     0/3       0/1      
Elias Mphande     4/4            
Jamie Wilson     4/4            
Malcolm Wyman     4/4            


In addition, the divisional Managing Directors and the Group Human Resources Director attend board meetings, enabling the board to explore specific issues and developments in greater detail.

Audit and risk committee

Key objective:

The provision of effective governance over the appropriateness of the group’s financial and integrated reporting including the adequacy of related disclosures, the performance of both the internal audit function and the external auditor, and the management of the group’s systems of internal control, business risks and related compliance activities.


The committee met three times during the year. The Chief Executive Officer, the Chief Financial Officer, the group’s Director of Risk, the Chief Information Officer and directors from the majority shareholders attend the meetings as permanent invitees, along with external audit and the outsourced internal audit. Other directors and members of management attend as required. Post-year end Yunis Shaik was replaced on the committee by Busi Mabuza as he is no longer considered independent.

The work of the audit and risk committee during the year focused on:
  • review of the risk landscape to which the group is exposed in relation to the group’s risk tolerance and risk appetite levels and evaluation of the appropriateness of management’s responses to the risks;
  • oversight of the implementation of the combined assurance model;
  • review of IT risks in relation to core operational systems, systems projects and security initiatives;
  • review of material legal, legislation and regulatory developments;
  • review of and recommendation to the board for approval of the interim and annual results announcements and the annual financial statements and integrated annual report;
  • approval of the external audit and internal audit plans;
  • evaluation of the independence and effectiveness of, and the fees and terms of engagement of the external auditors;
  • evaluation of the effectiveness of the outsourced internal audit function;
  • assessment of the internal control environment, particularly in relation to the group’s system on internal financial controls;
  • evaluation of the group’s whistle-blowing systems; and
  • assessment of the expertise and experience of the Chief Financial Officer.

Refer to the report of the audit and risk committees of the consolidated financial statements for the year ended
31 March 2014.

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