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Integrated Annual Report

Governance

Governance in 2025

Governance in 2025

 
Operational
  • Considered and approved the February 2025 Group Budget and Group Business Plan.
Strategy and financing
  • Reviewed and approved the 2025 to 2027 corporate strategy, focusing on simplifying the business.
  • Considered the 2026 to 2028 corporate strategy, business plan and financial roadmap.
  • Approved the capital allocation for consumer-technology projects and logistics.
  • Approved the project finance for the Midrand cold storage facility development and monitored the progress.
  • Approved the purchase of the remaining 38% non-controlling shareholding in the Famous Brands Coffee Company.
Risk management, internal control and compliance
  • Reviewed compliance of AFS with the JSE’s proactive monitoring recommendations.
  • The Internal Financial Controls Programme was reviewed to support the attestation statement of the CEO and Group Financial Director.
  • Monitored our compliance with legislation.
  • Monitored the implementation of new legislation, including the Companies Amendment Act 2024, which is now partially effective.
  • Considered changes to the JSE Listing Requirements.
Succession and talent management
  • Approved CEO, Group Financial Director and Exco performance scorecards for February 2025.
  • Approved the performance conditions and targets for the 2025 LTI allocation.
  • Approved executive director remuneration, including salary increases and STI allocations, and approved executive LTI allocations.
  • Approved a 5% increase of non-executive director fees, subject to shareholder approval.
  • Reviewed Executive Management succession plans.
  • Reviewed Board succession and composition in line with the Board skills profile and Diversity Policy as well as the ongoing training of Board members.
Corporate and performance reporting
  • Reviewed and approved the annual Board work plan and evaluated the performance of the Board and its committees.
  • Approved the 29 February 2024 AFS and IAR, as well as market communications relating to the 29 February 2024 annual results and the 31 August 2025 interim results.
Corporate citizenship
  • Monitored progress against the ESG Framework.
  • Reviewed progress made with transformation and the B-BBEE scorecard.
  • Monitored the Group’s safety performance.
  • Reviewed the Group’s CSI initiatives.

Performance evaluations

The Board is satisfied that its evaluation process is improving its performance and effectiveness. In October 2024, Famous Brands conducted a formal internal evaluation of the Board’s overall effectiveness across several categories. The Board evaluation results indicate that the Board is effective in facilitating in-depth discussions of important topics and the expression of diverse perspectives. Improvements were noted in:

  • Having robust debates on topical issues with management as the business develops and the regulatory environment keeps changing, including the prevalence of ESG and climate change.
  • ESG reporting.

Key focus areas for 2026 include:

  • Review of more regular benchmarking and industry reports.
  • A more structured approach to succession and Board appointments.
  • Promote sustained, inclusive and sustainable employment and decent work for all.

Meeting attendance



Board

Board		 Audit
and Risk
Committee		 Social and
Ethics
Committee		 Nominations
Committee		 Remuneration
Committee		 Investment
Committee
Board/Committee members 11 4 5 3 3 5
Number of meetings 5 4 3 4 4 2
Meeting attendance
NJ Adami 2 – – 2 – 1
SL Botha 2 2# – 2 2 1
CH Boulle* 5 4# – 2 4 2
N Halamandaris 5 4# 3 – – 2#
DP Hele 5 4# 3 4# 4# 2#
AK Maditse 5 – 3 4 – –
BS Mathe 5 4 3 2 – –
PW Mzimba 5 – – – 2 2
TF Mosololi 5 4 – – – 2
N Shiluyana 5 4# – – 4# 2#
F Petersen-Cook 5 4 – – 4 2
  • * Appointed as Chairman of the Nomination Committee on 26 July 2024 and resigned as Chairman of Audit and Risk Committee.
  • # By invitation.

Ethical and effective leadership

The Board is responsible for ethical and effective leadership in line with the King IV, its Charter, and through annual performance evaluations. At each Board meeting, potential conflicts of interest are noted, and the members' declarations of interest are periodically reviewed and updated as necessary. The Nomination Committee assesses potential conflicts of interest. The Committee expresses its concerns to the Board Chairman or the Chairman of the pertinent Committee tasked with speaking to the director in question.

Read more about our ethics and anti-corruption initiatives in our sustainability report here.

" Famous Brands conducts its business with integrity and provides sound leadership grounded in an ethical foundation. "

Leadership
Technology Governance