| |
| Corporate governance |
Tiger Brands is committed to the principles of openness, integrity and accountability in its dealings with all stakeholders and supports the code of corporate practices and conduct as recommended by the King II report on corporate governance.
The primary objective of any system of corporate governance is to ensure that directors and managers, to whom the running of corporations has been entrusted by the shareholders, carry out their responsibilities faithfully and effectively, placing the interests of the corporation and society ahead of their own. This process is facilitated through the establishment of appropriate reporting and control structures within the organisation. |
| |
| Ethics |
Directors and employees are required to observe the principles of the Tiger Brands Code of Ethics to ensure that business practices are conducted in a manner which is beyond reproach. Copies of the Code of Ethics are available on request from the company secretary.
A process has commenced whereby the company is reviewing the Code of Ethics in order to bring it in line with the latest international best practice. The company is a founder member of the Ethics Institute of South Africa and is making use of the expertise of the Institute in reviewing the Code of Ethics. |
| |
| Financial statements |
The directors of Tiger Brands are responsible for preparing financial statements and other information presented in the annual report in a manner that fairly presents the state of affairs and results of the operations of the company and the group. The external auditors are responsible for carrying out an independent examination of the financial statements in accordance with International Standards of Auditing (ISA) and reporting their findings thereon. The auditors’ report is set in Report of the Independent Auditors.
The annual financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and the Companies’ Act in South Africa. They are based on appropriate accounting policies and are supported by reasonable and prudent judgements and estimates.
The directors have no reason to believe that the Group’s operations will not continue as going concerns in the year ahead, other than where closures or discontinuations are anticipated, in which case provision is made to reduce the carrying cost of the relevant assets to net realisable value. |
| |
| Audit committee |
The company has an audit committee which operates under an approved charter and is chaired by an independent non-executive director. The remaining members of the committee are all independent non-executive directors (refer to the Directorate). The chairman of the audit committee reports to the board on the committee’s deliberations and decisions.
Operational audit committees are also in place which are responsible to the audit committee of the company. These operational audit committees focus largely on divisional issues. The audit committee reviews the effectiveness of internal control in the group with reference to the findings of both the internal and external auditors. Other areas covered include the review of important accounting issues, including specific disclosures in the financial statements and a review of the major audit recommendations. In addition, the audit committee reviews the work of the risk committee (see below), which has been established as a subcommittee of the audit committee. The external auditors have unrestricted access to the audit committee. |
| |
| Risk committee |
The board is responsible for overseeing the risk management processes in the group in accordance with corporate governance best practice. This is achieved through the risk committee, a subcommittee of the audit committee. The committee reports on its deliberations to the board through the audit committee.
The risk committee is chaired by an independent non-executive director of the group. The other members of the risk committee comprise members of the group’s senior management (refer to the Directorate). These members are representatives of the marketing, financial, legal/secretarial and supply chain functions of the group.
The risk management process, which is continually assessed by the risk committee, involves a formalised system to identify and assess risk both at a strategic and operational level. This process includes the evaluation of the mitigating controls and other assurances. In identifying and assessing the risks, all relevant risk categories impacting on the strategy of the group are considered. These categories include reputation risk, brand risk, product risk, legislative issues, people risks, competitive forces, information technology issues, insurable perils and financial risks. Major risks are reviewed annually and are also updated during the course of the year as the risk environment changes.
The group’s strategic risks have been identified and documented by management and reviewed by the risk committee. The risks identified include the following areas: |
| • |
Legislative issues |
| |
The group participates in both industry and corporate responses to proposed government legislation affecting the group. In addition, the group also engages directly with the relevant government departments where appropriate including, for example, the DTI with respect to the development of the Codes of Best Practice and principles underlying the transformation scorecard. |
| |
|
| • |
Products |
| |
The group continually monitors, reviews and improves quality control procedures in the supply chain throughout the business. |
| |
|
| • |
Production facilities |
| |
The group formally reviews both preventative and mitigating controls on a regular basis relating to key production facilities through the group. |
| |
|
| • |
Information technology |
| |
To ensure the integrity and availability of information technology systems, the controls surrounding this environment are monitored and enhanced on an ongoing basis. Disaster recovery plans are regularly reviewed as disruptions to critical management information systems could have a material impact on the group’s continuing operations. |
| |
|
| • |
Foreign exchange |
| |
The foreign exchange environment is reviewed on an ongoing basis and any transactions entered into are managed through a clear foreign exchange policy. |
| |
|
| • |
Competitive forces |
| |
The impact of changing economic patterns is recognised and the appropriate strategies to manage them are developed, assessed and monitored. |
| |
|
| • |
People |
| |
The group continues to develop its internal talent pool and to seek innovative ways to find and retain skilled staff. The group has already aligned its transformation scorecards to the draft DTI scorecard and guidelines for BBBEE. |
| |
|
| • |
Resources |
| |
Specifically relating to the fishing industry, the group continually monitors and reviews the changes in climatic conditions, catch mix and size. |
| |
|
| • |
Procurement |
| |
The exposures and strategy in relation to the procurement of raw materials are reviewed on an ongoing basis. |
| |
|
| • |
Patents |
| |
Specific to the healthcare industry, the effects of issues surrounding patents are assessed on an ongoing basis. |
|
| |
The responsibility for each of the strategic risks identified has been assigned to an appropriate member of the group’s senior management team. During the year, various members of the senior management team have addressed the risk committee on the identified risks assigned to them and outlined the steps being taken to manage or mitigate such risks. Specialists are also invited to attend meetings of the committee, where necessary, so as to provide advice on matters of risk addressed by the committee. The group also runs a number of specific risk control initiatives addressing safety management, security, fire defence, food safety, environmental management and quality management and has adopted a system of incident reporting at operational level that allows for reporting to management by exception. The group has also implemented a control risk assessment process at operational level.
These risk management activities are complemented by the enforcement of the group’s code of ethics, a confidential whistleblower hotline and the use of an internal commercial audit department to assist in addressing potential fraud or criminal activity.
The risk committee has met three times during the 2006 financial year in accordance with the requirements of the risk committee charter. |
| |
| Attendance – Risk committee meetings |
| |
| Date |
N P Doyle |
GN Padayachee |
C F H Vaux |
| 14/10/2005 |
P |
P |
P |
| 08/05/2006 |
P |
P |
P |
| 06/06/2006 |
P |
A |
P |
|
P – present at meeting
A – apologies submitted for non-attendance |
| |
| Internal control |
The group maintains internal controls and systems designed to provide reasonable assurance as to the integrity and reliability of the financial statements and to adequately safeguard, verify and maintain accountability for its assets.
Such controls are based on established policies and procedures and are implemented by trained personnel with an appropriate segregation of duties. The group has outsourced its internal audit function to KPMG Services (Pty) Limited. KPMG are not involved in any of the statutory audits of the group. This internal audit function operates under the direction of the group audit committee, which approves the scope of the work to be performed and considers reports of significant findings. In addition, other findings are reported to both executive management and the relevant operational audit committees. Corrective action is taken to address internal control deficiencies identified in the execution of the work.
Nothing has come to the attention of the directors, or to the attention of the auditors, that indicates any material breakdown in the functioning of the key internal controls and systems during the year under review. |
| |
| Risk control |
| The group has comprehensive risk and loss control procedures in place, which form an integral part of a sophisticated self-insurance programme. The layered structure of the programme allows the group to obtain very competitive rates while still protecting group companies from major losses through appropriate local and offshore reinsurance. |
| |
| Directorate and executive management |
The board of directors of Tiger Brands includes independent non-executive directors who are chosen for their business acumen and skills. The chairman of Tiger Brands acts in a non-executive capacity and is independent. New appointees to the board are appropriately familiarised with the company’s businesses through an induction programme.
The board of the company meets regularly and monitors the performance of executive management. It addresses a range of key issues and ensures that debate on matters of policy, strategy and performance is critical, informed and constructive.
All directors of Tiger Brands have access to the advice and services of the company secretary and, in appropriate circumstances, may, at the company’s expense, seek independent professional advice concerning its affairs. |
| |
Directors’ and senior management’s remuneration
Attendance – Remuneration committee meetings |
| |
| Date |
B H Adams |
D D B Band |
B L Sibiya |
L C van Vught |
R A Williams# |
| 24/11/2005 |
P |
P |
P |
P |
P |
| 26/01/2006 |
A |
P |
P |
P |
P |
| 01/02/2006 |
P |
P |
A |
P |
P |
| 29/09/2006 |
A |
P |
P |
P |
Retired |
|
| #Retired as a director and member of the remuneration committee in February 2006 |
| |
| (i) |
Remuneration committee |
| |
The remuneration committee (“the Committee”) has been delegated by the board with the responsibility for determining the remuneration of the executive directors and other senior management members, as well as approving all grants of options under the Tiger Brands Phantom Cash Option Scheme. The Committee comprises four independent non-executive directors (refer to the Directorate). The chairman of the Committee reports to the board on the Committee’s deliberations and decisions. |
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|
| (ii) |
Remuneration policy |
| |
Remuneration policy is formulated to attract, retain and motivate top-quality people in the best interests of shareholders, and is based upon the following principles: |
| |
| • |
Remuneration arrangements will be designed to support Tiger Brands’ business strategy, vision and to conform to best practices. |
| • |
Total rewards will be set at levels that are competitive within the context of the relevant areas of responsibility and the industries in which the company operates. |
| • |
Total incentive-based rewards are earned through the attainment of demanding targets consistent with shareholders’ growth expectations. |
|
| |
|
| (iii) |
Composition of executive remuneration |
| |
The remuneration of executive directors is determined on a total cost-to-company basis (i.e. total remuneration package structure). The total remuneration packages comprise an annual cash amount, various benefits including retirement provision, group life, health and disability insurance, and a car allowance scheme.
The total remuneration packages of the executive directors are subject to annual review and benchmarked against external market data taking into account the size of the company, its market sector and business complexity. Individual performance and overall responsibility are also taken into consideration. Subject to individual performance considerations, it is the intention to set guaranteed (non-variable) pay at above median levels of remuneration as reflected by an appropriate external executive remuneration survey.
Outside of the total remuneration package structure, executive directors participate in an incentive bonus plan and in the Tiger Brands Phantom Cash Option Scheme (previously the Tiger Brands (1985) Share Option Scheme).
The incentive bonus plan, Phantom Cash Option Scheme, retirement and other benefits are commented on in more detail below: |
| |
| • |
Incentive bonus plan |
| |
The executive directors participate in an annual incentive bonus plan, which is based on the achievement of short-term performance targets. These targets comprise a financial as well as a non-financial component. For 2006, the non-financial element of the bonus was based entirely on the achievement of agreed transformation targets which incorporated employment equity targets (at both junior and senior levels of management), skills development, preferential procurement, enterprise development and corporate social investment targets, using a balanced scorecard approach. The financial performance element is based on growth in profits, as measured by headline earnings per share, and the return on net assets employed, with growth in headline earnings per share carrying a higher weighting. Measures and targets are reviewed annually by the Remuneration Committee.
Incentive bonuses payable to executive directors in respect of 2006 are outlined below.
The incentive scheme for 2006 was capped at 100% of total remuneration package, with 80% of the incentive bonus being based on the company’s financial performance (headline earnings per share and return on net assets) and the remaining 20% (subject to minimum financial performance criteria being achieved) based on the achievement of the group transformation targets as measured by the corporate transformation scorecard. The bonuses accruing to executive directors in respect of 2006 equated to, in aggregate, 83,1% (2005: 91,7%) of total remuneration packages.
The profit incentive scheme for 2007 is similar to the 2006 scheme, with 80% of the bonus being based on financial performance criteria. However, 10% will be based on transformation criteria, with the remaining 10% linked to strategy implementation. As in the past, personal objectives have been agreed for each executive director and performance against these objectives will be taken into account in the final bonus determination.
Payment of the maximum bonus of 100% of total remuneration package (capped amount) is subject to the achievement of a minimum increase of 28% (2006: 35%) in headline earnings per share for 2007. |
| |
|
| • |
Phantom Cash Option Scheme |
| |
The Committee gives consideration to granting options to executive directors on an annual basis. On 23 February 2006 shareholders approved the adoption of a phantom cash option scheme to replace the Tiger Brands (1985) Share Option Scheme. In terms of the new phantom cash option scheme, cash options were granted to the executive directors (Messrs N Dennis, M H Franklin, M C Norris and C F H Vaux) with effect from 26 January 2006.
The new scheme rules are modelled on the replaced Share Option Scheme. Apart from the fact that the options in the new scheme are “cash settled” rather than “equity settled”, the major difference between the two schemes is that the duration of the options has been reduced from ten years to six years. The vesting period remains unchanged (i.e. one third becoming vested on each of the third, fourth and fifth anniversary of the date of grant). The advantages to the company in adopting such a scheme include: |
| |
| • |
no necessity to issue new shares when options are exercised, i.e. no share dilution; |
| • |
ease of administration; and |
| • |
tax effectiveness of expense in the hands of the company (expensing of conventional options not being tax deductible). |
|
|
|
| |
In terms of the rules of the Phantom Cash Option Scheme, the grant price of an option is equal to the average closing market price of a Tiger Brands share on the JSE for the 30 trading days immediately prior to the grant date of the option. The cash settlement amount of an option is equal to the difference between the closing market price of a Tiger Brands share on the date on which the option is exercised and the grant price. The participants will therefore receive the same net proceeds as under the previous share option scheme, apart from broking fees and associated costs which are not payable under the Phantom Cash Option Scheme.
Options under the new scheme will not replace existing outstanding options.
The value of the underlying phantom shares over which the cash options are granted is determined by reference to a predetermined multiple of annual total remuneration package. The individual multiples applied, in respect of the January 2006 allocation, ranged between 0,77 and 0,83 times.
Details of equity settled options over shares in Tiger Brands Limited held by directors as at 30 September 2006, together with options exercised during the year, are set out in note 27.5.
In addition to holding equity settled options over shares in Tiger Brands Limited, the executive directors also hold options over shares in Astral Foods Limited. These options were originally created as part of the Astral Foods unbundling transaction, to ensure that Tiger option holders were treated on a consistent basis with Tiger shareholders following the distribution of Tiger’s investment in Astral Foods during April 2001.
Details of options over shares in Astral Foods Limited held by directors as at 30 September 2006, together with options exercised during the year, are set out in note 27.5.
On 18 October 2004, The Spar Group Limited was unbundled and separately listed on the JSE Limited. Holders of Tiger Brands options received one option in The Spar Group Limited for each Tiger Brands option held. The price of a Spar option was determined by reference to the relative average prices of the shares of the company and The Spar Group Limited for the first five trading days following upon the unbundling. The price of each Tiger option was accordingly reduced by 18,88112% and the exercise price of the options in The Spar Group Limited was determined as 18,88112% of the original price at which the options in the company were granted. These Spar options are exercisable directly against The Spar Group Limited and are subject to the same vesting terms and conditions as the original Tiger options.
Apart from the equity settled options which are held by the executive directors, the following Phantom Cash Options were granted to executive directors in January 2006: |
| |
| Name |
Number of
cash options |
Grant price
per cash option |
Value of
allocation |
| N Dennis |
30 000 |
R149,51 |
R4 485 300 |
| N P Doyle* |
14 100 |
R149,51 |
R2 108 091 |
| M H Franklin |
15 000 |
R149,51 |
R2 242 650 |
| M C Norris |
15 000 |
R149,51 |
R2 242 650 |
| C F H Vaux |
12 000 |
R149,51 |
R1 794 120 |
|
| *These options were granted prior to N P Doyle’s appointment as an executive director of the company. |
| |
| The Committee is currently investigating the adoption of performance-based vesting conditions as an integral part of the company’s long term incentive programme. It is anticipated that performance-based vesting will be introduced with effect from 1 October 2007. |
| |
| • |
Retirement benefits |
| |
During the year, the group made contributions on behalf of the executive directors to an umbrella retirement scheme operated by Alexander Forbes and, in respect of two directors, to the Tiger Brands Management Provident Fund. Both schemes are defined contribution retirement plans, with the company contributing 14% of gross pensionable salary for retirement funding purposes. In addition, contributions were made in respect of two executive directors to an external executive umbrella Provident Fund. The cost of these contributions forms a component of the relevant directors’ total remuneration packages.
Details of contributions made in the year ended 30 September 2006 on behalf of executive directors are set out in the table below. |
| |
|
| • |
Other benefits |
| |
The executive directors enjoy various other benefits including medical aid cover, permanent health insurance, death in service and funeral benefits, and a car allowance. Post-retirement death benefits are also provided in respect of certain directors. Club subscriptions are paid in respect of certain directors.
The total value of other benefits is set out in the table below. |
| |
|
| • |
Deemed interest |
| |
Certain directors have the benefit of low interest loans from the Tiger Brands Share Trust in order to finance the purchase of ordinary shares in the company in terms of the Tiger Brands (1985) Share Purchase Scheme. Details of the deemed interest benefit relating to these loans, in respect of the year ended 30 September 2006, are set out in the table below. |
|
| |
| (iv) |
Directors’ employment agreements |
|
Messrs N Dennis, M H Franklin and M C Norris have employment agreements with the company. In addition, Mr I W M Isdale has an employment agreement with the company in respect of his services as company secretary. The employment agreements are subject to a notice period of not less than three months to be given by either party. The company may elect to pay the executive directors (or company secretary) a cash sum in lieu of notice of termination. In the event of such termination of employment creating an obligation on the employer to pay severance pay to the executive director (or company secretary) in terms of the Labour Relations Act, 1995 or the Basic Conditions of Employment Act, 1997, then the severance package shall be equal to a multiple of the relevant individual’s monthly remuneration, such multiple ranging between 20 months and 44 months. However, the multiple is limited to the number of months that remain from the termination date to the date on which the relevant individual would have reached his normal retirement age. This payment is calculated by reference to the relevant individual’s pensionable remuneration plus the value of medical aid, group life and permanent health insurance benefits. In addition, a fixed amount will be payable by the company to compensate certain executive directors for the loss of benefits arising in terms of the company’s post-retirement death benefit scheme.
The execution dates of the current employment agreements are as follows: |
| |
| Name |
Contract date |
| N Dennis |
18 June 1999 |
| M H Franklin |
14 June 1999 |
| M C Norris |
12 February 2001 |
| I W M Isdale |
15 June 1999 |
|
| |
|
| Revision of a formal succession plan for senior and executive management is undertaken in October each year and thereafter discussed by the remuneration committee and the board of directors. The objective is to ensure that immediate succession is in place but also to develop a pool of persons with potential for development and future placement. This includes managers at lower levels. |
| |
| (vi) |
Non-executive directors’ fees |
|
The remuneration of the non-executive directors is approved by the shareholders in terms of the company’s Articles of Association. In terms of the company’s Articles of Association, non-executive directors who perform services outside the scope of the ordinary duties of a director may be paid additional remuneration, the reasonable maximum of which is fixed by a disinterested quorum of directors.
For the year ended 30 September 2006, each non-executive director, other than the former chairman (Mr R A Williams), was paid an annual fee of R131 000 for his/her general board duties. Mr L C van Vught received a pro rata share of the fee in respect of the period up until his appointment as Chairman of the board. Mr J L van den Berg was paid a pro rata fee in respect of the period up until his retirement on 1 June 2006, whilst Mr R M W Dunne received a pro rata fee from the date of his appointment to the board on 1 June 2006. The former chairman of the board received emoluments amounting to R998 856 in respect of his services as chairman of the company up until 23 February 2006. This included an amount of R219 999, being the excess of the market value of the former chairman’s company car over the cost incurred by the former chairman in acquiring the vehicle from the company in terms of a pre-existing agreement. Mr L C van Vught received a pro rata fee of R459 333 in respect of his services as chairman of the company with effect from 24 February 2006. In addition, Mr B L Sibiya received a pro rata fee of R167 667 in respect of his services as deputy chairman of the company with effect from 24 February 2006.
The chairman of the audit committee received an additional fee of R105 000 in respect of these duties plus a further R36 500 as a member of the remuneration committee. The chairman of the remuneration committee received an additional fee of R68 000.
One non-executive director received an additional annual fee of R52 500 for serving on the audit committee, whilst another non-executive director received an additional fee of R36 500 for his services as a member of the remuneration committee. Mr L C van Vught, as a member of the remuneration committee, was entitled to a pro rata portion of the additional annual fee of R36 500 in respect of the period up until his appointment as chairman. In addition, Mr B L Sibiya, as a member of the remuneration committee, was entitled to a pro rata portion of the additional annual fee of R36 500 in respect of the period up until his appointment as deputy chairman.
An additional fee of R63 000 per annum was payable to the chairmen of the risk and transformation committees respectively.
Fees paid to non-executive directors for the year ended 30 September 2006 are set out in the table below.
The board, based on the recommendation of the remuneration committee, has determined that shareholders be requested to approve that the fee payable to non-executive directors be increased to R138 860 per annum with effect from 1 October 2006. This increase represents an annual inflation adjustment of 6%.
Subject to shareholder approval, it has been agreed by the board that for the year commencing 1 October 2006, the emoluments paid to the chairman in respect of his services as chairman of the company, be increased to R795 000 per annum. Furthermore, the emoluments paid to the deputy chairman of the company will be increased to R265 000 per annum. The fee payable to the chairman of the audit committee will be R111 300, and the members of the audit committee will receive a fee of R55 650. The chairman of the remuneration committee will receive a fee of R72 080, with the chairmen of the risk and transformation committees each receiving R66 780. Non-executive directors who are members of the remuneration and transformation committees will each receive R38 690. These fees are reviewed on an annual basis. |
| |
| (vii) |
(a) Table of directors’ emoluments for the year ended 30 September 2006 |
|
| |
| (all figures are stated in rand thousands) |
| Name |
Fees |
Cash
salary |
Bonus |
Other
benefits |
Retire-
ment
fund
contri-
butions |
Deemed
interest |
Total
2006 |
| Executive directors |
|
|
|
|
|
|
|
| N Dennis (CEO) |
|
4 517 |
4 869 |
286 |
1 103 |
329 |
11 104 |
| N P Doyle (from 1 June 2006) |
|
462 |
1 465 |
28 |
94 |
6 |
2 055 |
| M H Franklin |
|
2 013 |
2 278 |
285 |
451 |
212 |
5 239 |
| M C Norris |
|
2 160 |
2 417 |
215 |
485 |
88 |
5 365 |
R V Smither
(to 31 March 2006) (note 1) |
|
915 |
1 039 |
145 |
208 |
— |
2 307 |
| C F H Vaux |
|
1 823 |
1 921 |
119 |
388 |
— |
4 251 |
| Total A |
|
11 890 |
13 989 |
1 078 |
2 729 |
635 |
30 321 |
| Non-executive directors |
|
|
|
|
|
|
|
| L C van Vught (Chairman) |
507 |
|
|
|
|
|
507 |
| B H Adams |
273 |
|
|
|
|
|
273 |
| D D B Band |
199 |
|
|
|
|
|
199 |
| S L Botha (note 2) |
131 |
|
|
|
|
|
131 |
| B P Connellan |
184 |
|
|
|
|
|
184 |
R M W Dunne
(from 1 June 2006) |
50 |
|
|
|
|
|
50 |
| U P T Johnson |
131 |
|
|
|
|
|
131 |
| A C Nissen |
194 |
|
|
|
|
|
194 |
| G N Padayachee |
194 |
|
|
|
|
|
194 |
| B L Sibiya (Deputy Chairman) |
231 |
|
|
|
|
|
231 |
J L van den Berg
(retired 1 June 2006) |
122 |
|
|
|
|
|
122 |
R A Williams
(former Chairman – retired
23 February 2006) (note 3) |
999 |
|
|
|
|
|
999 |
| Total B |
3 215 |
|
|
|
|
|
3 215 |
| Total A + B |
3 215 |
11 890 |
13 989 |
1 078 |
2 729 |
635 |
33 536 |
|
| |
| Note 1 |
Included under Other benefits is a retirement gift, valued at R10 223. |
| Note 2 |
Director’s fees paid to MTN Group Management Services. |
| Note 3 |
Includes retirement gifts valued at R27 138. |
| Note 4 |
The remuneration reflected in the above table excludes gains on share options exercised during the year. These are separately disclosed in note 27.5. |
|
| |
| (b) |
Table of directors’ emoluments for the year ended 30 September 2005 |
|
| |
| (all figures are stated in rand thousands) |
| Name |
Fees |
Cash
salary |
Bonus |
Other
benefits |
Retire-
ment
fund
contri-
butions |
Deemed
interest |
Total
2005 |
| Executive directors |
|
|
|
|
|
|
|
| N Dennis (CEO) |
|
4 085 |
5 345 |
342 |
1 049 |
269 |
11 090 |
| M H Franklin |
|
1 928 |
2 490 |
206 |
417 |
246 |
5 287 |
J H McBain
(Retired 31 January 2005) |
|
347 |
— |
300 |
79 |
— |
726 |
| M C Norris |
|
1 883 |
2 612 |
298 |
446 |
35 |
5 274 |
| R V Smither |
|
1 745 |
2 287 |
209 |
385 |
— |
4 626 |
| C F H Vaux |
|
1 601 |
2 107 |
202 |
360 |
— |
4 270 |
| Total A |
|
11 589 |
14 841 |
1 557 |
2 736 |
550 |
31 273 |
| Non-executive directors |
|
|
|
|
|
|
|
| R A Williams (Chairman) |
1 735 |
|
|
|
|
|
1 735 |
| B H Adams |
260 |
|
|
|
|
|
260 |
| D D B Band |
190 |
|
|
|
|
|
190 |
| S L Botha (note 1) |
125 |
|
|
|
|
|
125 |
| B P Connellan |
175 |
|
|
|
|
|
175 |
| U P T Johnson |
125 |
|
|
|
|
|
125 |
| A C Nissen |
185 |
|
|
|
|
|
185 |
| G N Padayachee |
185 |
|
|
|
|
|
185 |
| B L Sibiya |
178 |
|
|
|
|
|
178 |
| J L van den Berg |
175 |
|
|
|
|
|
175 |
| L C van Vught |
160 |
|
|
|
|
|
160 |
| Total B |
3 493 |
|
|
|
|
|
3 493 |
| Total A + B |
3 493 |
11 589 |
14 841 |
1 557 |
2 736 |
550 |
34 766 |
|
| |
| Note 1 |
Director’s fees paid to MTN Group Management Services. |
|
| |
| Management reporting |
There are comprehensive management reporting disciplines in place, which include the preparation of annual budgets by all operating units and categories. Individual operational, functional and category budgets are approved by the relevant company executives, while the group budget is reviewed by the directors of the company. Monthly results and the financial status of operating units are reported against approved budgets and compared to the prior year. Profit projections and cash flow forecasts are updated monthly, while working capital and cash/borrowing levels are monitored on an ongoing basis.
As part of the strategic planning process, category growth and brand plans are compiled at the appropriate level, with detailed action plans and allocated responsibilities. Progress is reviewed regularly. |
| |
| Attendance – Tiger Brands board meetings |
| |
| Director |
24/11/05 |
23/02/06 |
17/05/06 |
08/06/06 |
16/08/06 |
20/09/06 |
| B H Adams |
P |
P |
P |
P |
A |
P |
| D D B Band |
P |
A |
P |
P |
P |
P |
| S L Botha |
A |
P |
A |
P |
A |
P |
| B P Connellan |
P |
P |
A |
P |
P |
P |
| N Dennis |
P |
P |
P |
P |
P |
P |
| N P Doyle |
Appointed 01/06/2006 |
|
P |
P |
P |
| R M W Dunne |
Appointed 01/06/2006 |
|
P |
P |
P |
| M H Franklin |
P |
P |
P |
P |
P |
P |
| U P T Johnson |
P |
P |
P |
P |
P |
P |
| A C Nissen |
P |
P |
P |
A |
P |
P |
| M C Norris |
P |
P |
P |
P |
P |
P |
| G N Padayachee |
P |
P |
P |
P |
P |
P |
| B L Sibiya |
P |
P |
P |
P |
P |
P |
| R V Smither |
P |
P |
Resigned |
N/A |
N/A |
N/A |
| J L van den Berg |
P |
P |
P |
Resigned |
N/A |
N/A |
| L C van Vught (Chairman) |
P |
P |
P |
P |
P |
P |
| C F H Vaux |
P |
P |
P |
P |
P |
P |
| R A Williams |
P |
P |
Resigned |
N/A |
N/A |
N/A |
|
P – present at meeting
A – apologies submitted for non-attendance |
| |
| Attendance – Audit committee meetings |
| |
| Director |
22/11/2005 |
16/05/2006 |
20/09/2006 |
| B H Adams (Chairman) |
P |
P |
P |
| B P Connellan |
P |
A |
P |
| R M W Dunne (appointed 1 June 2006) |
N/A |
N/A |
P |
| J L van den Berg |
P |
P |
Resigned |
| R A Williams |
P |
Resigned |
N/A |
|
| Note |
| L C van Vught attended the meetings on 16 May 2006 and 20 September 2006 as an ex officio member. |
| |
| Attendance – Transformation committee meetings |
| Director |
01/11/2005 |
17/02/2006 |
11/05/2006 |
08/08/2006 |
| N Dennis |
P |
P |
P |
A |
| A C Nissen (chairman) |
A |
A |
P |
P |
| B L Sibiya |
P |
P |
P |
P |
|