The Board confirms that responsible corporate governance principles are embedded within the Group. As set out in the Board Charter, Board members demonstrate integrity, competence, accountability, and transparency.
Our seven core values shape our governance philosophy and, together with King IV, guide the Board and management in their leadership decisions and behaviour. This results in the four good governance outcomes of ethical and effective leadership, sustainable value creation, effective controls and oversight and trust and confidence in the Group.
Board Composition
The Board comprises a majority of independent non-executive directors (8), one non-executive director and two executive directors, the CEO and the Group Financial Director. The Board is appropriately sized to meet the needs of the Group. Famous Brands currently does not have a lead independent director position. However, Alex Maditse has been appointed as lead independent director with effect from the AGM 2024.
The Board acknowledges the importance of diversity, including gender, race, age, experience, and expertise. The Board’s Diversity Policy is incorporated in the Nominations Committee Charter. The Board has achieved its target of 35% gender representation by 2024 as part of its commitment to contributing to SDG 5 (gender equality). There are currently no targets for race representation.
There are succession plans for the CEO and other critical executive positions.
Board Skills
The Board has 237 years of combined business experience at both the executive and non-executive levels. This includes exposure to and skills in strategy, finance and auditing, marketing, procurement and HR. In addition, some Board members have highly specialised skills in franchising, legal, property management and digital transformation. The Board has:
- Three members who are Chartered Accountants.
- One member who is a CD (SA) Charterholder.
- Two members with MBAs.
- Two members with an LLB degree qualification.
- Two members with LLM qualifications.
Rotation, independence and changes to the Board
Santie Botha and Norman Adami will retire from the Board at the AGM on 26 July 2024. Chris Boulle and Fagmeedah Petersen-Cook will retire by rotation and have made themselves available for re-election at the AGM, and the Board supports their re-election.
Santie Botha and Chris Boulle have served 10 years or more on the board of Famous Brands. In terms of good corporate governance, the Board has, in accordance with the recommendation of Principle 7 of King IV, conducted an assessment of their independence and is satisfied that notwithstanding their tenure on the Board, they remain independent.
We are guided by our Nomination Committee Charter when appointing non-executive directors. The Nomination Committee recommends the appointment of non-executive directors to the Board for approval. The following changes to the composition of the Board took place during the year:
- On 8 March 2023, Norman Adami stepped down from the Audit and Risk Committee. He currently remains a member of the Nomination and Investment Committees.
- John Halamandres, a non-executive director, retired from the Board at the AGM held on 20 July 2023.
- Deon Fredericks retired as Group Financial Director on 31 July 2023.
- Nelisiwe Shiluvana was appointed as Group Financial Director and executive director on 1 August 2023.
- William Mzimba was appointed as an independent non-executive director, effective 1 October 2023. He joined the Social and Ethics Committee on 24 October 2023.
- On 24 October 2023, Chris Boulle stepped down as a member of the Social and Ethics Committee.
In March 2024, the Board announced the appointment of Chris Boulle, current independent non-executive director, as the Group’s Chairman with effect from the AGM on 26 July 2024. He replaces Santie Botha, who is retiring as an independent non-executive director and Chairman of the Board. He will take over as Chairman of the Nomination Committee and step down as Chairman of the Audit and Risk Committee and the Remuneration Committee, but he will remain a member of the Remuneration Committee.
Alex Maditse will assume the position of lead independent director with effect from the AGM. In addition, Norman Adami will retire at the forthcoming AGM.
Exco-Composition
Board of Directors and Executive Management
as at 29 February 2024Non-executive directors
Santie Botha (59)
Independent non-executive Chairman
BEcon (Hons)Santie served as executive director of the MTN Group (2003 to 2010) and Absa Bank (1996 to 2003). She also served as Chancellor of Nelson Mandela University from 2011 until 2017. Santie has received various awards, including Business Woman of the Year (2010).
Area of expertise
Areas of expertise Governance, marketing, strategy, remuneration, consumer insight and stakeholder
relationships.
Other directorships
- Curro Holdings (Independent Chairman)
- Board member and Independent Chairman for Capitec Bank Holdings, Capitec Bank Limited, Capitec Life Limited
| * | Retiring from the Curro Holdings Limited board in June 2024. |
Norman Adami (69)
Independent non-executive director
B.Bus Science (Hons), MBANorman had a long career with SABMiller, beginning in 1979. He was appointed Managing Director of SAB in 1994 and Chairman in 2000. In 2003, he became President and CEO of the newly acquired Miller Brewing Company. In 2006, he became President and CEO of SABMiller Americas, overseeing the Miller Brewing Company and the South and Central American business units. In October 2008, he resumed the role of Managing Director and Chairman of SAB Limited. He retired in 2014.
Area of expertise
General management, risk, strategy, marketing, operational management, mergers and acquisitions
Other directorships
Coca-Cola Bottling Africa
Christopher Boulle (52)
Independent non-executive director
BCom, LLB, LLMChris is a commercial, corporate finance, tax and trust attorney. His expertise includes cross-border transactions, mergers and acquisitions, Black economic empowerment transactions and advising on local and international stock exchange listings. His experience as a non-executive director of listed companies spans over two decades.
Area of expertise
Law, governance, strategy, risk and corporate finance.
Other directorship
Advtech (Chairman)*
| * | Retiring from the Advtech board in June 2024. |
Alexander (Alex) Komape Maditse (61)
Independent non-executive director
BProc, LLB, LLM, HDip (Company Law)Alex is an admitted attorney and is the CEO of Copper Moon Trading Pty Limited. He serves as a director on several boards and committees of listed companies. He has previously held the positions of Country Manager of Coca-Cola East and Central Africa and Franchise Operations Director of Coca-Cola SA.
Area of expertise
Law, governance, strategy, franchising, management and operations
Other directorships
- African Rainbow Minerals Limited (Lead independent) director
- The Bidvest Group Limited
- Murray & Roberts
- Netcare Limited
Nicolaos (Nik) Halamandaris (49)
Non-executive director
B.Bus Science (Hons), MBANik has extensive experience in the food services industry, having been a franchise partner of many of the Group’s mainstream brands over the past two decades until 2010. He is currently an executive director of several non-listed property development and construction companies, primarily responsible for strategy and new business development.
Area of expertise
General management, strategy, franchise management, food services and property management
Busisiwe Mathe (43)
Independent non-executive director
BCom (Acc), CA(SA)Busisiwe is a seasoned business leader with a rich background in internal audit, external audit, digital transformation, cyber security and data privacy. She has worked across multiple industries and sectors, both locally and globally. She has previously held the position of Africa Cyber Security & Data Privacy leader for PricewaterhouseCoopers. She served as the Chairperson of their South African Governing Board, a member of their Africa Governance Board and Chairperson of their Human Capital Sub-Committee.
She was recognised as an Emerging Business Leader by the African Woman Chartered Accountants in 2019.
Area of expertise
Governance, audit and risk, technology, cyber security, data privacy, stakeholder management and
financial management
Other directorship
Curro Holdings Limited
Thabo Mosololi (54)
Independent non-executive director
BCom (Hons), MAP, EDP, CA(SA)Thabo has held several leadership positions at organisations, most notably Tsogo Sun and Sun International, and Audit Committee and Board memberships at Edcon Holdings, Telkom Limited and MC Mining Ltd. He is the Managing Director of Mala Mala Game Reserve company.
Area of expertise
Governance, risk management, financial management and operations, audit and stakeholder engagement
Other directorships
- Truworths Limited
- Pan-African Resources Limited
William Mzimba (55)
Independent non-executive director
MBA, BA (Hons) Business, Diploma in Datametrics (Computer Science)William was CEO of Vodacom Business, a member of the Vodacom Group Exco, Board Member of Vodacom South Africa and IOT.NXT as well as Chairman of Nexio. Prior to that, he was the Chief Executive Officer and Chairman of Accenture in Africa for 12 years.
Area of expertise
Governance, strategy, financial management, stakeholder engagement, management and operations, and
technology
Fagmeedah Petersen-Cook (48)
Independent non-executive director
BBusSc (Actuarial Science), CD(SA), ActuaryFagmeedah currently serves as a non-executive director for a diverse range of companies, where she applies her strategic thinking and well-developed understanding of risk. She is a CD(SA) Charter holder, a certified director, and an experienced investment professional. She has held C-suite roles in the public and private sectors. Fagmeedah’s professional career as an actuary spans 24 years.
Area of expertise
General management, actuarial science, risk management, strategy, investments, and governance.
Other directorships
- ABSA Financial Services Group
- Pepkor
- Escap
- Africa Re
- 3SixtyLife – Curator
Executive directors and members of Executive Management
Darren Hele (52)
Chief Executive Officer
BcomDarren began his career at Pleasure Foods Limited while studying for and completing a BCom. After participating in the management buy-out of Pleasure Foods in 1996, he held executive roles at Whistle Stop and Wimpy before joining Famous Brands in 2003. He served as Managing Director of Wimpy in SA and later in the UK.
Darren was appointed Chief Operating Officer for the Franchising division in May 2011 and, in January 2013, Chief Operating Officer of the Group. In March 2014, Darren assumed the role of CEO of Food Services and was appointed CEO of the Group in March 2016.
Area of expertise
General management, franchise management, marketing, strategy and stakeholder relationships
Nelisiwe Shiluvana (44)
Group Financial Director
BCompt (Hons), CA(SA), ACMA, CGMANelisiwe has more than 18 years of experience in commerce and consulting. She joined Famous Brands in 2021 as Group Finance Executive.
Before joining Famous Brands, she was a partner in consulting for 6 years at a Big 4 audit firm, working with clients from diverse sectors. Prior to her role in consulting, she was a Senior Manager at Telkom SA in statutory reporting and later a Senior Manager at Telkom Mobile operations finance and capital management.
Area of expertise
Financial management and accounting, financial controls and stakeholder management.
Executive Management
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Celeste Appollis (52)Company Secretary and Head of LegalBA LLB H.Dip. (Company Law) |
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Derrian Nadauld (50)Chief Operating Officer – Leading BrandsNDip Catering Management and Certificate Marketing Management |
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Jabulani Mahange (63)Group HR ExecutiveBA, BED (Wits), PDM (Wits), MBL (SA) |
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Ntando Ndaba (38)Group Risk ExecutiveBTech |
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Andrew Mundell (55)Group Executive – Supply ChainBSc Agric (Hons), M.B.A. (UCT) |
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Philip Smith (61)Managing Director – AMEA Levels (UK) |
Key governance matters addressed during 2024
Operational
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Strategy and financing
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Risk management, internal control and compliance
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Succession and talent management
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Corporate and performance reporting
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Corporate citizenship
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Performance evaluations
The Board is satisfied that its evaluation process is improving its performance and effectiveness. In October 2023, Famous Brands conducted a formal internal evaluation of the Board’s overall effectiveness across several categories. The Board evaluation results show that the Board functions well and allows for a robust discussion of important topics and the expression of varied perspectives. Improvements were noted in:
- The thorough process in determining the independence of non-executive directors.
- Good progress has been made regarding diversity (race and gender) of the Board, and in its contributing to the effectiveness of the Board.
- Improved an ongoing engagement and communication with stakeholders outside of the Integrated Annual Report.
- Succession plans for key executives.
- Succession plans for key executives.
- Implementation of a formal legal and regulatory compliance framework.
Meeting attendance
| * | Resigned 31 July 2023. |
| ** | Retired 20 July 2023. |
| *** | Appointed 1 October 2023. |
| **** | Appointed 1 August 2023. |
| * | By invitation. |
Ethical and effective leadership
The Board
The Board is held accountable for ethical and effective leadership through a Code of Conduct and annual performance evaluations. At each Board meeting, potential conflicts of interest are noted, and the members’ declarations of interests are periodically reviewed and amended. The Nomination Committee assesses potential conflicts of interest. The Committee expresses its concerns to the Board Chairman, or the Chairman of a pertinent Committee tasked with speaking with the director in question.
The Company
Famous Brands has a Code of Ethics that is reviewed each year. Employees must comply with the Code of Ethics.
The following policies are in place to foster an ethical culture:- A Gift Policy.
- A Whistle-blowing Policy.
- Conflict of Interest Declaration Policy.
Famous Brands has an Ethics Management Programme facilitated by The Ethics Institute. The programme aims to foster ethical conduct, due care and compliance with our Code of Ethics. In 2024, 88 employees underwent ethical leadership programme training (2023: 43). Furthermore, 95 and 203 employees completed the e-learning workplace ethics training and the whistle blower induction training, respectively.
Future focus areas for ethics
In 2023, we conducted an ethics assessment by The Ethics Institute and in 2024 we developed and began implementing a plan to reinforce ethical behaviour throughout the Group. This plan includes:
- Measures to entrench the Famous Brands’ values.
- Measures to improve ethics commitment and accountability.
- Increased focus on the topic of ethics including channels for employees to ask questions.
- Ethics awareness training for new and existing employees.
- Improving the fairness and perceived fairness of certain people practices.
For 2025, our focus areas are aligned with the ethics strategy and management plan:
- Further entrench the Famous Brands’ values conversations.
- Implement ethics management campaigns, including in the Company-owned stores in Mauritius.
- Review and redistribute the Code of Ethics.
- Embed the Supplier Code of Ethics.
- Ongoing ethics awareness and training for all levels, including management.
- Reinforce conflict of interest disclosures.
Famous Brands offers all employees training on ethical behaviour and major workplace issues. Training modules include:
- Meeting etiquette.
- Workplace ethics.
- Workplace professionalism.
- Dealing with bullying.
- Sexual harassment.
- Risk management.
- POPIA.
- The Labour Relations Act.
- The Basic Conditions of Employment Act.
- Occupational health and safety.
Famous Brands has an anonymous ethics hotline in South Africa and selected African markets. In 2024, we received 7 disclosures, 8 concept queries and 165 dropped or no response calls. All 7 disclosures were investigated and closed appropriately.
Technology governance
Famous Brands uses technology to assist with various aspects of its business. Read more about our consumer-facing technology initiatives.
Governance Hierarchy Model
The IT governance operating structures enable this hierarchy model, as reflected in the diagram below. IT strategic planning, project management, managed security processes and continuity, and performance and conformance management support the IT Governance Framework.
Processes and procedures
Several policies govern what constitutes the appropriate use of IT resources and infrastructure. They include rules for using the internet, email, company systems, buying and disposing of IT equipment, and creating passwords.
The Famous Brands Group’s IT Steering Committee oversees IT governance, with the Board providing direction through the Audit and Risk Committee. This committee meets quarterly to discuss subjects outlined in its Charter document, including alignment of the annual IT strategic objectives to the overall business objectives, prioritisation of projects, IT policy reviews, implementation, and the three-year IT Security plan, among other things. It also performs bi-annual reviews of the disaster recovery plans and business resumption contingencies. In addition, the IT Steering Committee holds weekly IT feedback sessions with Exco to facilitate better alignment, update them on technology projects the teams are working on, and update them on the IT security plan, including any potential IT matters that can disrupt business operations. There are four main teams, overseeing the following tasks:
- Central coordination for the project programme.
- Operating systems and architecture.
- Applications.
- Consumer-facing technology.
In 2024, the Audit and Risk Committee monitored the implementation of the following critical technology projects:
- Cyber security: Implementation of the final year of the three-year IT security plan. The objective going forward is to institute an annual and ongoing cyber security programme. The 2025 IT security plan was approved.
- Enterprise architecture: An assessment of the current architecture and a roadmap to enhance this architecture.
- Server replacement: We invested in replacing the total Famous Brands server farm with a best-in-class high availability redundancy architecture.
- Enterprise resource planning (ERP): Migration of Botswana Retail Group, Cater Chain Food Services and Venus Solutions Limited to SAGE X3.
- Warehouse management system: Overseeing the implementation of the warehouse system across eight distribution centres.
- Consumer-facing technology: Overseeing initiatives to enhance the consumer experience and improve key technologies used by franchise partners (read more).
- The implementation of the 2025 IT security plan to enhance the Group’s cyber security profile.
- Convert Wimpy UK to SAGEX3 and to the SAGE300 HR systems.
- A number of other plants will also be converted to SAGE300 HR.
- Finalise the implementation of the new warehouse management system at the last distribution centre.
- Oversee the upgrade of the Famous Brands franchisee online ordering system to improve purchases by franchise partners from our Supply Chain.
Compliance
Our Legal Department monitors our compliance with legislation and regulations, including expected regulatory changes. Famous Brands is developing a comprehensive regulatory compliance framework to map the legislation across each geography. We implemented a new GRC tool to enhance the management of regulatory compliance in our markets. In 2024, this included monitoring developments regarding the Employment Equity Amendment Bill, effective in September 2023.
We have processes and procedures to ensure ongoing compliance with POPIA and monitor our POPIA compliance through Data Protection Agreements (DPAs), training and regular reviews. We continued to implement data protection activities across all AME entities’, including training. This was supported by the drafting and publication of a Retention of Records Policy. There are POPIA information officers at all subsidiary entities.
These officers are registered with the Information Regulator.
We reviewed and updated our Promotion of Access to Information Act (PAIA) manual.
In December 2023, Famous Brands received a follow-up request for information in terms of PAIA from the Animal Law Reform of South Africa (ALRSA) regarding records relating to the supply and distribution of eggs (or chickens) in South Africa. Famous Brands, however, is not a supplier nor a distributor of eggs (or chickens), and we accordingly informed ALRSA, while referring them to the information and records which were provided previously.
South Africa’s Extended Producer Responsibility regulations came into effect in May 2021. Famous Brands has registered various producer responsibility organisations and is paying over levies as per the schedules (read more).
Famous Brands achieved 100% NOSA compliance for seven plants, with no plants receiving less than a four-star rating.
Our planned future focus areas include:
- Implement and roll-out the legal and regulatory compliance framework and GRC tool within the Group.
- Develop and implement a legal and regulatory compliance programme.
Combined assurance
The Audit and Risk Committee assists the Board in embedding the combined assurance model across the Group.
The Committee monitors Famous Brands’ internal control system, which is designed to assess, manage, and offer reasonable assurance against significant misstatement and loss. The Audit and Risk Committee works with the Group Risk Executive to ensure that risks and opportunities are accurately recognised, evaluated and quantified. Divisional management supports the Board through the Group Risk Forum.
The Group’s combined assurance model enhances the assurance obtained from management and internal and external assurance providers while developing a strong ethical environment and mechanisms to ensure compliance.
The Internal Audit and Risk departments ensure adequate controls are in place. As part of the annual external audit, KPMG Inc. evaluates, certain key controls and the accounting treatment of significant transactions and account balances, as determined per their risk assessment and approved audit plan. In 2025, a GRC tool with a built-in combined assurance reporting module will be implemented across the Group.
Internal audit
In 2024, Famous Brands conducted 10 internal assurance audits across the Group (2023: 10). Internal resources were responsible for 90% of these audits (2023: 70%).
The audit approach for the year was narrow and deep, with a key focus on supply chain, company-owned restaurants, franchising, trademarks, and IT cyber security. The focus areas for internal audit in 2025 will be on continued roll out of Sage X3 and Sage300 with a key emphasis on general financial controls, AME Company-owned restaurant operations in Kenya and Mauritius, the Midrand cold storage construction project and final implementation of the warehouse management system.
Company Secretary
Celeste Appollis, the Company Secretary, ensures that the Board is aware of its fiduciary duties and that the Board and management execute their functions per the Limits of Authority Framework. The Board and each director have unfettered access to the Company Secretary. She also facilitates the appointment, induction and ongoing training of all directors.
The Board has evaluated the Company Secretary function as set out by the JSE Listing Requirements and Companies Act. It is satisfied that Celeste has the required experience and expertise to fulfil the role. The Board is confident that there is an arm’s length relationship between her and the Board to allow her to execute her role properly. The Board has trust in the arrangement for accessing professional governance services. As the Company Secretary, Celeste can contact the Chairman to express any concerns.