GOVERNANCE

OVERVIEW

Reatile Group regards governance as fundamental to the success of the business and is committed to applying good principles of governance in directing and managing the business to achieve its strategic objectives.  The Board conducts its business in accordance with the principles  recommended by the King IV Report on Corporate Governance TM .

 

To download King IV application register for Reatile Group for the financial year ending 28 February 2018 click here.

THE BOARD

The Reatile Group Board of Directors is the governing body of the Group and provides effective leadership resulting in the achievement of strategic objectives of the Group by embodying the ethical characteristics of integrity, competency, responsibility, accountability, fairness and transparency.

 

The directors hold one another accountable to conduct business, make decisions and discharge their responsibilities, as stipulated in the Memorandum of Incorporation (“MOI”), ethically and effectively.   The Board exercises control through the governance framework which includes detailed regular reporting to the Board and its Committees.  The Group’s subsidiaries have adopted the Group’s policies specifically with regards to governance, risk, information technology, compliance and remuneration.

 

The Board established several committees to assist in discharging its responsibilities as stipulated in the Companies Act.  Each committee has a formal terms of reference, approved by the Board, recording the responsibilities delegated to it.

THE FINANCE & RISK COMMITTEE

The Finance & Risk Committee (“FRC”) provide oversight of the assurance functions and on the integrity of the annual financial statements and other external reports as delegated by the Board of Directors of Reatile Group.  In addition, the FRC established an IT Governance Framework and a Risk Management Framework for Reatile Group.

 

The members of the Finance & Risk Committee are all non-executive members and are:

 

  • Graeme King – Non-Executive Director of Reatile Group and Chairman of the FRC
  • Anwar Harris – Non-Executive Board Observer of Reatile Group (The Standard Bank of South Africa Limited)

THE SOCIAL & ETHICS COMMITTEE

The Social & Ethics Committee (“SEC”) is established to carry out its statutory duties in terms of section 72 (8) of the Companies Act read in conjunction with regulation 43.  In addition the SEC monitors the Group’s goals in terms of the 10 Principles as set out in the United Nations Global Compact Principles, the recommendations on corruption of the OECS, the Employment Equity Act No 55 of 1995 (as mended), the Broad-Based Black Economic Empowerment Act, No 53 of 2003 (as amended) and other corporate citizenship, labour and employment principles.

 

The members of the Social & Ethics Committee are

 

  • Sindi Ngaba – Non-Executive Director of Reatile Group and Chairman of the SEC.
  • Thandi Hillie – Non-Executive Director of Egoli Gas and Reatile Gastrade
  • John Kennedy – Executive Director of Reatile Group, Egoli Gas

THE REMUNERATION COMMITTEE

The Remuneration Committee (“REMCO”) is responsible for oversight of remuneration, governance and implementation of the remuneration policies of the Chairman and non-executive directors.

 

The members of the Remuneration Committee are:

 

  • Simphiwe Mehlomakulu – Chairman of Reatile Group
  • Graeme King – Non-Executive Director of Reatile Group
  • Anwar Harris – Non-Executive Board Observer of Reatile Group (The Standard Bank of South Africa Limited)

THE INVESTMENT COMMITTEE 

All investments, acquisitions pursued are approved directly by the Reatile Group Board.  The Investment Committee is only established as and when the Board collectively agrees the need for such a sub-committee.

The members of the Investment Committee are determined when the Committee is established.