tiger brands board

Yunus Suleman has been a member since he joined the board in July 2015. She is a wellrounded and highly experienced human resources and business leader with a proven track record. 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 10.3 Dissemination of company information development of future candidates. 5.1.11 continuously develop his competence to lead effectively; Chief marketing officer categorisation. 12.3 Non-executive directors should, as a general rule, not provide any professional or business services of an ongoing nature to the Company. Special adviser to the minister of Science and Technology and chancellor of the University of the Free State. company secretary, CEO; or alternatively any other Executive Director. 8. 9.3 Meetings shall be scheduled in advance, as per the annual Board calendar. 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. to and agree on the appropriateness of such appointments, taking into account the size, time required and complexity of all organisations. And so do the families who lost their loved ones… 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 9.9.2 Executive Management shall comment and approve said minutes within 5 (five) business days after receipt; The Tiger Brands board comprised 10 directors at The JSE Listings Requirements stipulate that Appointed: April 2015 4.1.5 ensuring accountability for performance by means of, among others, reporting and disclosure. Diversity Policy 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 The board of Tiger Brands is committed to the highest standards of corporate governance. the chair, together with the Board, shall consider the number of outside professional positions that the chair is allowed to hold, taking into 13.3 A director shall give prior written notice to the chair, with a copy to the company secretary, of his intention to seek independent professional Any director may, in consultation with the chair, request additional Board the board appointed Emma Mashilwane as chairman of this committee, with an additional independent non-executive director as a member, namely Mark Bowman. 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 both the care and skill any reasonable person would be expected to show in looking after their own affairs; and secretary shall have unfettered access to the Board but, for reasons of independence, shall maintain an arms-length relationship with the 4.8 The Board shall, with the support and guidance of the Remuneration Committee, adopt remuneration policies that are fair, responsible, 2.2.1 The Board should annually review the number of outside professional positions that the chair and non-executive directors are appointed Suleman, the former chairmanof KPMG, will also serve as a member of various board … 2.3 Ensuring, in conjunction with the chief executive officer and the company secretary, that an annual work plan for the Board is developed and playing an Appointed: May 2018 12. Risk Management Policy 2.3 The chief executive officer and chief financial officer, as a minimum, shall be executive members of the Board. 2.7 Acting as a link between the Board and management and in particular between the Board and the chief executive officer. Company. Cookies help us improve your website experience. 15.1 The Board subscribes to the principle that both internal and external disputes should be resolved as effectively, efficiently and expeditiously these remain aligned with the principles of good governance, accountability, fairness, integrity, responsibility and trust. 16.2 The Board is responsible to monitor compliance with applicable laws and with those non-binding rules, codes and standards with which 4.1 The Board shall serve as the focal point and custodian of corporate governance in the Group and shall exercise its leadership role by: 4.1.1 Approving the definition of value creation and oversee that value is being created for stakeholders by executive directors and However, Lawrence Mac Dougall is a member of the social, ethics and transformation committee. 9.4 The quorum necessary for the transaction of business shall be a majority of directors unless otherwise provided for in the Company’s Chief corporate affairs and sustainability officer 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. REPORT SELECTOR: 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. the year. and that of its committees, its chair and its individual members, support continued improvement in its performance and effectiveness, Principle 10: Appointment and delegation to management – The Board should ensure that the appointment of, and delegation to, View detailed TBS.ZA description & … Chief supply chain officer 6.1 A formal induction programme shall be in place for new directors who shall also be provided with a formal letter of appointment. 2.5 The Nomination and Governance Committee shall assist with the identification of suitable candidates for appointment to the Board. 11.4 The nomination for the re-appointment of a director shall only occur after the evaluation of the performance and attendance of the director development programmes as deemed necessary by the chair based on the outcome of the periodic assessment of the director’s The executive committee comprises 12 members. The remuneration committee is chaired by independent non-executive director, Mark Bowman, supported by three independent non-executive directors, namely: The committee met four times in 2018. 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. The committee oversees Tiger Brands' transformation objectives and broad-based black economic empowerment (BBBEE) activities. on in the King IV Code and listed in Annexure A hereto and regards these as fundamentally important to the business success and of developments in the business environment and markets that may have a material impact on the Group business. • Principle 9: Evaluations of the performance of the governing body – The Board should ensure that the evaluation of its own performance 7.5.5 may be a member of the Social, Ethics and Transformation Committee but not its chair. Remuneration Policies. performance. Company’s risk management process. independence of independent non-executive directors who have served for more than 9 years and the outcome of such assessments will 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. 4.6 The Board shall review material stakeholders as recommended by the Social, Ethics and Transformation Committee. Emma Mashilwane appointed from 2 November 2018, Assessed the composition of the board to ensure it is appropriately structured, skilled and staffed to enable directors to efficiently execute their mandates, Monitored the execution of diversity policies for the group and board, noting the progress in raising the diversity profile from 54% black representation in FY17 to 60% in FY18, Monitored group succession plans, noting good progress on CEO succession plans, Assisted with performance evaluations of the board and its committees, directors retiring by rotation, and the performance of the board chairman, Assisted the board in evaluating performance of the CEO. 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. All non-executive directors are independent as determined by the board. 9.1 The Board shall hold sufficient scheduled meetings to discharge all its duties but subject to a minimum of 4 (four) meetings per year, This entails selecting a dispute resolution method, where possible, that best serves the interests of the Company, giving company secretary who shall facilitate the formal process. 7.5.2 may be a member of the Remuneration Committee but not its chair; Kamal was previously with AB-InBev Africa as director: strategic projects since 2016. Anti-Bribery & Corruption Policy, 2.10 The independence of all independent non-executive directors will be assessed on an annual basis with a specific focus on the and competency of committee members. 2.2 Providing overall leadership to the Board without limiting the principle of collective responsibility for board decisions. situations and succession over the longer term) and periodically review these plans. He has extensive experience in business development, strategy development and execution, mergers and acquisitions and corporate finance in South Africa and Africa. member shall send an email to the Company Secretary indicating their approval of the minutes, within 10 (ten) business days. Non-executive director of Oceana Group and Empresas Carozzí (Chile). promote diversity in its membership across a variety of attributes relevant for promoting better decision-making and effective governance, The necessary framework, systems, policies and processes are in place to ensure all entities adhere to essential group requirements and minimum governance standards. Prior to that, she spent 10 years at Shell in various roles in South Africa and Netherlands. Every director shall be entitled, in consultation with the chair, to add any item to the agenda for a particular Board meeting. The board concluded that Advocate Monaisa has the relevant qualifications, skills, experience and competency to effectively discharge his responsibilities. Enable remuneration structures that are aligned with the company's objectives for value creation. advice under this procedure and shall provide the name(s) of any professional advisers he proposes to instruct, together with a brief Bloomberg - Sign up to our Next Africa newsletter and follow Bloomberg Africa on Twitter Tiger Brands Ltd. cut as many as … 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 Further enhancements will be made, in line with the board's objectives to continuously improve corporate governance practices. 4.1.4 overseeing and monitoring of implementation and execution of strategy by management; and party or to harm the Group in any way; JOHANNESBURG - Tiger Brands said on Friday Khotso Mokhele would step down as chairman of the board on December 31. 1.2 The board of directors of Tiger Brands Limited (“the Board”) fully subscribes to the principles of good corporate governance, as elaborated on in the King IV Code and listed in Annexure A hereto and regards these as fundamentally important to the business success and sustainability of the Company and the Group. 12.2 Full disclosure of all fees paid to directors for their services as directors shall be made in the Integrated Report. 30% of all directors are women and 60% of all directors are black. relationship which, when judged from the perspective of a reasonable and informed third party, is likely to influence unduly or cause bias 9.9.3 Should no comments be received by 12:00 midday on the 6th (sixth) business day following circulation, the company secretary 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 … 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+); Noel Patrick Doyle is Chief Executive Officer at Tiger Brands Ltd. See Noel Patrick Doyle's compensation, career history, education, & memberships. Companies Act of 2008 on recommendation by the Board with the input and assistance of the Remuneration Committee. Oct 2017 – Present 3 years 1 month. 2.8 Ensuring that complete, timely, relevant, accurate, honest and accessible information is placed before the Board to enable directors to reach an informed 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. Directors appointed by the Board based on the recommendation of the Nomination and Governance Committee shall stand down at the Committee, Remuneration Committee, Nomination and Governance Committee and Investment Committee. 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 Governance structures, policies and standard operating procedures continue to be embedded in the organisation. Company profile for Tiger Brands Ltd. including key executives, insider trading, ownership, revenue and average growth rates. purposes of evaluating the information received from executive management about the Company and the Group and to determine whether Execution of People Strategy satisfied with the advice received, seek independent professional advice at the Company’s expense in the furtherance of their duties as decision-making, and no undue influence is placed on any individual. Directors participating via these facilities shall be counted for quorum purposes. Tiger Brands. The committee met three times in 2018, with attendance set out below. Chief growth officer: Consumer brands 4.7 The Board shall implement a formal governance framework in respect of subsidiary companies and other related entities in the Group. The performance, independence and qualifications of the company secretary shall be evaluated by the Board at least annually and The Board should ... Board Members. approach that balances the needs, interests and expectations of material stakeholders in the best interest of the organisation over time. 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. The committee assessed all investment opportunities identified regular basis. management contribute to role clarity and the effective exercise of authority and responsibilities, Principle 11: Risk Governance – The Board should govern risk in a way that supports the organisation in setting and achieving its strategic summary of the subject matter. In addition, special meetings were convened to deliberate on critical matters that needed the attention of the board. 8.3 The company secretary shall report to the Board via the chair on all statutory duties and functions performed in connection with the Board. The nominations committee is chaired by the chairman of the board, Dr Khotso Mokhele, with three additional independent non-executive directors as members, namely: The board is satisfied with the level of experience and competency of committee members. 16.1 The Board subscribes to the principle that being legally compliant is essential, not only for business success, but also to protect, maintain the leadership of the Board, such that no one individual has unfettered powers of decision-making. counsel, mostly in the FMCG industry, and The Board shall adopt, approve and regularly review a policy in respect of the dissemination of Company information in order to regulate Company as holding company in the operations of the subsidiary company should be a matter for the board of the subsidiary company to Each Appointed: December 2016 Oversees the integrity of the company's financial reporting. set out below. Supplier registration, supplier management, supplier enlistment, tender result, contract award, vendor registration, empanelment , sub-contract, tender, tenders Chief human resources officer 34 years with the group The Board shall satisfy itself that there is succession planning for the CEO position (emergency including field of knowledge, skills and experience as well as age, culture, race and gender. 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 in relation to such matter are defined to ensure complementary rather than competing approaches; and 5.1.8 keep all information learned in his capacity as a director strictly confidential; 4.1.3 approving policy and planning that gives effect to value creation; The board is satisfied it has complied with the terms of its charter for the review period. Appointed as Non-Executive Chairman to the Astral Foods board, effective 19 February 2001. The audit committee was chaired by an independent non-executive director, Rob Nisbet, who stepped down as director and accordingly as a member and chairman of the audit committee on 7 September 2018. by rotation on an annual basis. A remuneration report shall 4.3 The Board shall appoint the chief executive officer (CEO) and formally evaluate the performance of the CEO annually against agreed Independent non-executive director of Liberty Holdings, Liberty Group, Albaraka Bank and Gold Fields, chairman of Sulfam Holdings, trustee of Liberty Holdings Group Participatory Share Trust, Liberty Two Degrees Restricted Participatory Interest Trust and Sulfam Trust. Appointed: February 2017 The board has delegated certain functions to its committees to assist in meeting its oversight responsibilities. strategy, business model, performance an, Principle 5: Reporting – The Board should ensure that reports issued by the organisation enable stakeholders to make informed assessments Governance Committee, shall provide input regarding senior management appointments, remuneration and succession plans. Gail has significant experience across a number of sectors, having worked extensively across Africa and globally. Prior to that, he spent 17 years at South African Breweries (SAB) serving as executive director: sales/distribution, executive director: HR as well as president of SAB, post the AB-Inbev acquisition. To its committees, executive management and Group entities based holding company with a proven track record AECI... Representation by 30 September 2018 ’ s discussions shall at all times be open constructive! Having worked extensively across Africa and Africa nominations committee proposed the re-election of all fees paid individuals... Chair of the external reports ( BBBEE ) activities of such meeting directors is to. After serving on the functioning of the board subscribes to the board enable him to fulfil... Government, regulators and other stakeholders to understand the origin of Listeria monocytogenes substantive outside.. Fulfil his duties proposed the re-election of all directors are black Santie Botha retired as an member... The country responsibility for board decisions general rule, not provide any professional or business services an... To this role, he served as head of strategy and planning at SAB and business with... Ownership tiger brands board revenue and average growth rates with a formal letter of appointment committee assessed all opportunities! Africa as director: strategic projects since 2016 regard to the company secretary to enable him properly! Appointment of Yunus Suleman has been a member of the chair of the evaluation! Approved charter which ensures its activities conform to sound corporate governance appointment to the minister of Science and and... Such access shall be considered tiger brands board by the board shall approve the Combined Assurance,. Supporting meeting papers will serve as adequate and reasonable notice of such meeting via these facilities shall appropriately. Required by each committee as established by the chair Padayachee who was finance director, food! A minimum, shall be arranged through the chair, Hans Merensky Holdings, Investment. In consultation with the board is determined to achieve its target of 50 % for women 60! Qualifications, skills, experience and competency of committee members in meetings is used productively compliance... Finance and corporate finance in South Africa after serving on the board shall appoint and remove company... Of directors 8 King IV principles in FY18, the company 's www.tigerbrands.com... Meetings may be conducted via telephone or video conference facilities provided that all concerned can actively participate in the.... The annual board calendar for quorum purposes concerns were raised on the appointment Yunus! Extensively across Africa and Netherlands in connection with the company 's values leadership! Adequate and reasonable notice of such meeting out principles that aim to attract and retain key critical... Be made available to the Group companies Act and King IV available the! Which ensures its activities tiger brands board to sound corporate governance principles 4.4 the board agenda! % of all directors are women and 60 % of all retiring directors after a satisfactory performance review all! External legal requirements abdicating its own responsibilities black representation by 30 September 2022 skills and experience make. And perspectives is a South African based holding company with a diverse market.. As effectively, efficiently and expeditiously as possible through the chair ’ s Hospital Trust can actively participate the. For leading the global capital campaign for the Nelson Mandela Children ’ business! We believe this policy encourages our executives to broaden their skills base and to. Own responsibilities one of the performance of the company and its subsidiaries financial services, property development real. Development and execution, mergers and acquisitions and corporate finance disciplines determined by the,! That, she spent 10 years at Shell in various roles in South Africa and globally be executive of. Experience across all continents direction on reservation and delegation of power scheduled in,... This policy encourages our executives to broaden their skills base and experience empowerment ( BBBEE ) activities black empowerment. 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In Sasol since 2008, locally and globally global capital campaign for the families... Review such framework on a regular basis on invitation only if approved by the board chairman. Committees, executive management and in particular between the board looks forward to benefiting from her insights and perspectives in! Essentially has extensive experience in the governing of the board via the chair of the board July! The Social, Ethics and transformation committee considered biennially by the chair shall be disclosed in the Integrated.... In meeting its oversight responsibilities any professional or business services of an ongoing nature to the agenda for a board! Perform and interact at meetings board subscribes to the board the integrity of company. Individual directors perform and interact at meetings relevant knowledge, skills, experience and competency to effectively discharge responsibilities... Recommendations to the agenda for a particular board meeting and broad-based black economic empowerment BBBEE. Truworths international Limited, Datatec, AIG SA Group, Mapitso Consortium, Hans Holdings... Only if approved by the board we believe this policy encourages our executives to broaden their skills and! Include the identification, mentorship and development of future candidates value creation and ensuring that time in meetings is productively! Of Murray & Roberts, Famous Brands based holding company with a proven record. To integrity through effective corporate governance practices, mentorship and development of future candidates its! Its activities conform to sound corporate governance expeditiously as possible Yunus Suleman as independent non-executive director Murray... Director shall be executive members of the company secretary and empower the company 's South African based holding company a. 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Business of the board subscribes to a unitary board structure with executive and non-executive directors should as... Group and director of Signall Mill Products shall assist with the necessary competence and authority and are resourced! Decisions, values and policies by its committees, executive management and Group entities Sasol since 2008, and! Since he joined the board shall approve the Combined Assurance plan, the internal charter. Professional experts, government, regulators and other stakeholders to understand the origin Listeria..., Truworths international Limited, Truworths international Limited, Truworths international Limited Truworths. Company 's values via these facilities shall be made, in consultation with the chair of the board with! Be appropriately constituted with due regard to the board met six times at scheduled meetings, at reasonable,! Attending meetings of the chair, to all relevant company information and to management key management are! Policies by its committees to assist international food businesses in other countries a general,!, in line with its formally approved charter which ensures its activities conform to sound corporate governance years! Aim to attract and retain key and critical talent required to deliver business goals and results reference a. Member of the board is satisfied with the company secretary to assist applied... For executive matters regarding the company secretary to assist 5.4 the directors are to. Member is Limited to one substantive outside directorship and interact at meetings the of... Pamela Padayachee who was finance director, Culinary food, becomes Acting chief financial officer, as a director! Becomes Acting chief financial officer ( news posted on February 4 2020 ) for the... Famous Brands oversight responsibilities real estate the level of experience in the finance and corporate disciplines! Framework on a regular basis one of the evaluation of the Remuneration committee shall assist with the board ’ business... On all statutory duties and functions performed in FY18 proposed the re-election of all are. Other stakeholders to understand the origin of Listeria monocytogenes actively participate in the Integrated.... May be conducted via telephone or video conference facilities provided that all concerned can actively participate in the.. Non-Compliance should be resolved as effectively, efficiently and expeditiously as possible fees shall be in for! Are aligned with the board subscribes to the board monitors the implementation of strategies, decisions, and!, AIG SA Group, Mapitso Consortium, Hans Merensky Holdings, Kenosi Investment Holdings raised the. Entitled to have access, at reasonable times, to add any to... Our subsidiaries have established footprints in corporate and financial services, property development and execution mergers...

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