Our corporate governance philosophy

The Board confirms that responsible corporate governance principles are integral to the Group’s DNA. As set out in the Board Charter, Board members demonstrate integrity, competence, accountability, and transparency.

Our seven core beliefs listed here 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 is satisfied that its composition reflects an appropriate mix of knowledge, skills, experience, diversity and independence.

The Board comprises a majority of independent non-executive directors (6), 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.

The Board is aware of the importance of diversity, encompassing factors such as gender, race, age, experience, and expertise. The Board's Diversity Policy is incorporated in the Nominations Committee Charter. Although the Board did not achieve its target of 40% female gender representation as part of its commitment to Gender equality, gender equality remains a key focus when considering any new appointments to the Board. There are currently no targets for race representation.

Succession plans are in place for the CEO and other key executive positions.

Board demographics and gender

Board age (%)

Board skills

The Board has 174 years of combined business experience at both the executive and non-executive levels. This includes exposure to and skills in strategy, finance and auditing, 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) Charter holder.
One member with an MBA.
Two members with an LLB degree qualification.
Two members with an LLM degree qualification.

Rotation, independence and changes to the Board

Chris Boulle replaced Santie Botha as Chairman, effective from the AGM on 26 July 2024, while Alex Maditse became the lead independent director at the same time. Santie Botha and Norman Adami retired from their positions at the AGM.

When appointing non-executive directors, we are guided by our Nomination Committee Charter. 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 and became effective from July 2024:

Chris Boulle became Chairman of the Nomination Committee and stepped down as Chairman of both the Audit and Risk Committee and the Remuneration Committee. He remains a member of the Remuneration Committee.
Fagmeedah Petersen-Cook was appointed as the Chairman of the Remuneration Committee. She remains the Chairman of the Investment Committee and a member of the Audit and Risk Committee.
Busi Mathe was appointed as the Chairman of the Audit and Risk Committee and as a member of the Nomination Committee. She remains a member of the Social and Ethics Committee.
William Mzimba was appointed as a member of the Remuneration and Investment Committees. He remains a member of the Social and Ethics Committee.
Thabo Mosololi was appointed as a member of the Investment Committee. He remains a member of the Audit and Risk Committee.

Chris Boulle is the only independent non-executive director who has served on the Board for more than nine years. In terms of good corporate governance, the Board has, in accordance with the recommendation of Principle 7 of King IV, assessed his independence and is satisfied that, notwithstanding his tenure on the Board, he remains independent.

Integrated Annual Report

Our corporate governance philosophy