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Integrated Annual Report

Governance

Corporate governance approach

Corporate governance approach

Sound corporate governance provides the bedrock of policies and practices to guide ethical behaviour and protect stakeholder interests.

ESG performance

100%
Board and Committee meeting attendance
174 years
Board members' aggregate years of experience
66%
Board independence
33%
female gender diversity

Major Board decisions

  • Approved the acquisition of the remaining 38% minority shareholding in the Famous Brands Coffee Company.
  • Approved the February 2025 Group Budget and Business Plan.
  • Approved the appointment of the Board Chairman successor and the consequent changes to the Board and Committees’ composition.
  • Approved a final dividend of 164 cents resulting in a full dividend of 302 cents for February 2024.
  • Approved an interim dividend of 150 cents for 2025, an increase of 9%.
  • Approved the deferral of F2025 administrative and executive staff salary increases to June 2024.
  • Approved the project finance for the Midrand cold storage facility.

Compliance statement

The Board confirms that for the year ended 28 February 2025, the Group complied with the provisions of the Companies Act and operated in conformity with its Memorandum of Incorporation.

The Board further confirms the application of the King IVTM Code of Corporate Governance. The Group’s King IV application register is available here.

The Board and its Committees have Charters that are reviewed each year. The latest reviews took place in 2024, and where necessary, the Charters were amended or updated in line with the Companies Amendment Act, King IV recommendations and the JSE Listings Requirements.

" The Board is satisfied that it has fulfilled its responsibilities in accordance with its Board Charter for 2025. "

Governance Structure and framework

BOARD

The Limits of Authority sets the limits between Group executives and the Board and its Committees. The limits for subsidiaries with non-controlling shareholders are determined by the shareholders' agreement.

COMMITTEES
Audit and Risk
Remuneration
Social and Ethics
Nominations
Investment
EXCO
Employment Equity and Skills Development Committee (EESDC)
Social and Ethics Working Group
Risk Forum
SUBSIDIARY BOARDS
The Group Board committees provide oversight of subsidiary Boards

Famous Brands may appoint non-executive directors from the Group Board to be members of subsidiary Boards

All wholly owned subsidiaries must comply with the Group issued policies

A Famous Brands executive can also be a subsidiary executive

The Board is satisfied that the Limits of Authority Framework contributes to role clarity, accountability and the effective exercise of authority and responsibilities.