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Integrated Annual Report All non-executive directors are independent as determined by the board. Each Diversity Policy 9.9.1 Minutes of meetings will be completed within 10 (ten) business days of the meeting and circulated to relevant members of the it is reliable and of the appropriate standard. In addition to the company's South African operations, Tiger Brands also has direct and indirect interests in international food businesses in Chile, Zimbabwe, Mozambique, Nigeria, Kenya and Cameroon. Policy on the Appointment of the Board of Directors diversity and independence for it to discharge its governance role and responsibilities objectively and effectively, Principle 8: Committees of the governing body – The Board should ensure that its arrangements for delegation within its own structures Executive Committee for comment and internal approval; and enhance the reputation of the Company and the Group. The board is guided by the principles in the King IV Report on Corporate Governance, JSE Listings Requirements, Companies Act No 71 of 2008 and other relevant laws and regulations. The performance, independence and qualifications of the company secretary shall be evaluated by the Board at least annually and This covered the performance of the board, individual directors retiring by rotation, board committees sustainability of the Company and the Group. 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. 9.8 The Board’s discussions shall at all times be open and constructive. A remuneration report shall Stakeholder Relations and Communication Policy so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term, Principle 15: Assurance – The Board should ensure that assurance services and functions enable an effective control environment, and that 4.3 The Board shall appoint the chief executive officer (CEO) and formally evaluate the performance of the CEO annually against agreed Deepa Sita will join the company as Chief Financial Officer and Executive Director on Oct. 1, 2020 (news posted on July 27 2020). Chief strategy officer Tiger Brands Limited manufactures, processes, and distributes food products which include milling and baking, confectioneries, general foods, edible oils, and derivatives. meetings to be held as and when deemed appropriate. shall be arranged through the chair of the Board or the CEO. diversity, demographics and skills requirements as part of the assessment of the Board and directors’ performance. She held various human resources leadership positions in Sasol since 2008, locally and globally. Suleman, the former chairmanof KPMG, will also serve as a member of various board … advice under this procedure and shall provide the name(s) of any professional advisers he proposes to instruct, together with a brief Chief marketing officer The board operates in line with its formally approved charter which ensures its activities conform to sound corporate governance principles. By Staff. 5.1.8 keep all information learned in his capacity as a director strictly confidential; Governance Committee, shall provide input regarding senior management appointments, remuneration and succession plans. 30 September 2018, with a range of corporate leadership skills, industry expertise and diversity appropriate to lead and best achieve the company's strategic objectives in this competitive environment. but the terms of the engagement must be competitive, clearly recorded and all legal requirements with regards to disclosure must be set out below. 2.13 Ensuring that Board decisions are executed. The board is satisfied that Tiger Brands applied all the recommended King IV principles in FY18. 10.2 Trading in company equities Oct 2017 – Present 3 years 1 month. responsibilities of the Board and individual directors, including the composition and relevant procedures of the Board. Anti-Bribery & Corruption Policy, Tiger’s stakeholders deserve better. Other than the chief executive officer and (in respect of the limited Oversee development of the Tiger Brands remuneration policy that articulates and gives effect to the board's direction on fair, responsible and transparent remuneration. the company secretary in line with the requirements of the Companies Act and King IV. independence of independent non-executive directors who have served for more than 9 years and the outcome of such assessments will 2.3 The chief executive officer and chief financial officer, as a minimum, shall be executive members of the Board. 1.1 The chair is accountable to the 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+); In executing its mandate, the board reviews business models to ensure they support value creation, ensures that an effective systems of risk management and internal controls are in place, and establishes a culture of ethical leadership across the group. development of future candidates. non-executive directors, most of whom shall be independent as defined in the King IV Code. The board engaged with management, industry and professional experts, government, regulators and other stakeholders to understand the origin of Listeria monocytogenes. indicators holistically and on a substance-over-form basis when assessing the independence of a director for purposes of the The chair shall approve the rationale and direct to the company secretary to assist. or potential conflict; Let’s hope that the Tiger Brands Board make the required changes at the helm to put Tiger firmly back on the road of performance, growth and positive contribution and take a leaf out of Cricket Australia’s book. 1.3 To guide its effective functioning the Board approved this charter (“the charter”), the provisions of which shall at all times be subject to all The need for continuing professional development programmes shall be identified as part of the periodic Tiger Brands is one of the leading mass consumption product distributors in South Africa. 8. Appointed to the Tiger Brands board in 1990. of interest. 16.3 Management is responsible for implementing the required mechanisms to identify and manage compliance in the Company and the Group He has extensive experience in business development, strategy development and execution, mergers and acquisitions and corporate finance in South Africa and Africa. 5. 5.2 Individual directors shall be expected to participate in the Company’s induction programme on appointment and attend such professional consider and approve, if the subsidiary company’s board considers it appropriate. Chief financial officer Non-executive director of Dis-Chem and Mr Price Group and director of Signall Mill Products. Tiger Brands is South Africa's largest food company. The board sets the tone for the organisation which, in turn, directs our daily activities. secretary. In FY18, the board met six times at scheduled meetings. categorisation. 1.6 In these terms of reference, “Group” shall refer to the Company and its subsidiaries. The board looks forward to benefiting from her insights and perspectives. Noel Patrick Doyle is Chief Executive Officer at Tiger Brands Ltd. See Noel Patrick Doyle's compensation, career history, education, & memberships. Becky was previously with AB-Inbev as brand director: Castle Light Africa after filling senior brand leadership roles from 2013. Tiger Brands. 9.11 Board meetings may be conducted via telephone or video conference facilities provided that all concerned can actively participate in the 9.9.4 The members of the Board/ Board Committee shall provide the company secretary with comment to the minutes and each Such access 7.1 The Board shall delegate certain of its functions to well-structured committees but without abdicating its own responsibilities. 13.7 In the event that any director seeks information or advice from any employee in the Group, the director shall channel such request via the the chair, together with the Board, shall consider the number of outside professional positions that the chair is allowed to hold, taking into the circulation of price sensitive information and to ensure equal treatment of all shareholders. the effectiveness of assurance services and functions, with particular focus on combined assurance arrangements, including external assurance service providers, the finance function and internal audit. 07.14.2015. This entails selecting a dispute resolution method, where possible, that best serves the interests of the Company, giving 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, 11.2 The Chair of the Remuneration Committee shall lead the evaluation of the chair’s performance. in the strategic planning process, and made recommendations to the board on disinvestment proposals. Non-executive director of International Breweries plc, a subsidiary of AB-Inbev, Sterling Bank plc and Novotel: Port Harcourt, Nigeria (member of Accor Hotels group). 5.1.7 only act within his powers as formally delegated by the Board; JOHANNESBURG - Tiger Brands said on Friday Khotso Mokhele would step down as chairman of the board on December 31. Memorandum of Incorporation. Under our formal policy, an executive member is limited to one substantive outside directorship. delegation of power. Supplier registration, supplier management, supplier enlistment, tender result, contract award, vendor registration, empanelment , sub-contract, tender, tenders declaration of all financial, economic and other interests held by the director and related parties. The Tiger Brands board comprised 10 directors at 30 September 2018, with a range of corporate leadership skills, industry expertise and diversity appropriate to lead and best achieve the company's strategic objectives in this competitive environment. 4.4 The Board shall approve and annually review a delegation of authority framework that articulates its set direction on reservation and This comes at the time South Africa faces the largest Listeriosis outbreak in history. And so do the families who lost their loved ones… 2.4 With the assistance of the Nomination and Governance Committee: 2.4.1 identifying and participating in the nomination of individuals for appointment as directors; of authority. Accordingly, the company secretary should not be a director. decision-making, and no undue influence is placed on any individual. Mindful of its duty as a responsible corporate citizen, the board made a concerted effort to ensure it met regularly, particularly in the early stages of what manifested into a crisis for the company. duties. This includes promoting equality, preventing unfair discrimination, contributing to community development and monitoring the company's activities in terms of relevant legislation and prevailing code of best practices. BRYANSTON, SOUTH AFRICA — Tiger Brands announced on July 13 the appointment of Yunus Suleman as independent non-executive director of the company. 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. or unsuitable directors from the Board. 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 The board is satisfied with the level of experience to the meeting within a reasonable time so as to enable the directors to be properly prepared for the meeting. 3.2 At the beginning of each meeting of the Board and its committees, all directors shall be required to declare whether they have any conflicts 8.1 The Board shall appoint and remove the company secretary and empower the company secretary to enable him to properly fulfil his Principle 1: Leadership – The Board should lead ethically and effectively, Principle 2: Organisational ethics – The Board should govern the organisation in a way that supports the establishment of an ethical culture, Principle 3: Responsible corporate citizenship – The Board should ensure that the organisation is and is seen to be a responsible corporate 34 years with the group The board was strengthened during the period by appointing Gail Klintworth on 16 August 2018. Appointed: August 2012 Dr Khotso Mokhele completed 11 years of service as a non-executive director on 30 September 2018. 5.1.13 actively participate in and contribute to Board deliberations in a constructive and frank manner under the leadership and guidance Monitored progress in filling key executive management positions. The chairman of Tiger Br… 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 9.9.2 Executive Management shall comment and approve said minutes within 5 (five) business days after receipt; Chief human resources officer 2.1 Setting the ethical tone for the Board and the Group. decision. to make informed decisions on matters placed before the Board or Board committee; The company 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. Africa, 2016 (“King IV Report”), which includes the King IV Code on Corporate Governance (“the King IV Code”). 2.4.2 overseeing a formal succession plan for directors and senior management of the Company; Company profile page for Tiger Brands Ltd including stock price, company news, press releases, executives, board members, and contact information and the chairman, as well as directors' interests and any circumstances and relationships that may impair their judgement and consequently their independence. the year. 11. Gail has significant experience across a number of sectors, having worked extensively across Africa and globally. committee as established by the Board shall have formal terms of reference to be approved by the Board and annually reviewed. reported on as required by the JSE Listings Requirements. 16.4 The Board should be continually informed of relevant laws, rules, codes and standards to enable the Board to adequately discharge its Executive directors attend board committee meetings by invitation. 12.1 Fees paid to directors for their services as directors shall be approved by shareholders at the annual general meeting as required by the performance. The Tiger Brands Management Trainee Programme is a 24 month accelerated development programme which aims to recruit bachelor’s degree / Btech graduates who demonstrate the potential to reach senior leadership positions in the organisation. • Principle 9: Evaluations of the performance of the governing body – The Board should ensure that the evaluation of its own performance 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. accordance with the methodology approved by the Board on recommendation by the Nomination and Governance Committee. Executive and senior management assist the board to ensure the group complies with the dynamic regulatory landscape in which it operates to underpin its sustainability. Clive retired as an executive director on 20 February 2018 after serving on the board of Tiger Brands since February 2000. The committee oversees Tiger Brands' transformation objectives and broad-based black economic empowerment (BBBEE) activities. The Tiger Brands board of directors is committed to integrity through effective corporate governance. 15.1 The Board subscribes to the principle that both internal and external disputes should be resolved as effectively, efficiently and expeditiously 2.7 Acting as a link between the Board and management and in particular between the Board and the chief executive officer. In the case of a conflict between the duties of a director of interest in respect of any matter on the agenda. 5.1.2 conduct himself in a professional manner; and competency of committee members. the Company’s equities. Companies Act of 2008 on recommendation by the Board with the input and assistance of the Remuneration Committee. Risk Management Policy meeting. 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. Recent executive movements at Tiger Brands. After taking into account, among other considerations, the extent to which the diversity of his views, skills and experience continue to enhance the board's effectiveness, the board is satisfied that Dr Mokhele's independence is not impaired by his length of service. 6.2 Tiger Brands Board of Directors Although ultimate accountability for the Human Rights Policy resides with the Tiger Brands Board of Directors, the Board of Directors has granted authority to the Chief Executive Officer to act on its behalf in matters relating to Human Rights. 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 2.4.4 ensuring that the on-going effectiveness and development of the Board, Board committees and individual directors is reviewed annually. 4.5 The Board shall approve the Combined Assurance Plan, the Internal Audit Charter and manage the assurance of the external reports. Governance structures, policies and standard operating procedures continue to be embedded in the organisation. The board has delegated certain functions to its committees to assist in meeting its oversight responsibilities. governance and legal duties and shall support the Board by coordinating the functioning of the Board and its committees. 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, to and agree on the appropriateness of such appointments, taking into account the size, time required and complexity of all organisations. 4.7 The Board shall implement a formal governance framework in respect of subsidiary companies and other related entities in the Group. counsel, mostly in the FMCG industry, and of developments in the business environment and markets that may have a material impact on the Group business. as possible options in the resolution of both internal and external disputes, before approaching a court of law, but only when appropriate considered necessary, call for a vote in whatever manner the chair, in his sole discretion, deems appropriate. 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 Directors appointed by the Board based on the recommendation of the Nomination and Governance Committee shall stand down at the 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. management; 3.3 Non-executive directors shall be categorised as independent if the Board concludes that there is no interest, position, association or This charter will be reviewed on an annual basis by the Board. through the implementation of an effective compliance framework and processes, which should form an integral part of the 5.1.5 disclose any information that he may be aware of that is material to the Group and which the Board is not aware of, unless such 4.1.4 overseeing and monitoring of implementation and execution of strategy by management; and Forensic investigator, Paul O’Sullivan, has called on for the entire Tiger Brands board of directors to step down. The bacterial infection has claimed 180 lives and 750 cases in the country. Assists the board in risk management, which includes IT governance, and reports to the audit committee and board Chief growth officer: Grains and Consumer Brands complied with. Appointed: April 2018 Execution of People Strategy strategy, business model, performance an, Principle 5: Reporting – The Board should ensure that reports issued by the organisation enable stakeholders to make informed assessments

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