The Bidvest Group Limited
Annual report 2008
Corporate governance  
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Audit committee

An audit committee was established in 1995 and is an important element of the system of monitoring internal controls. The members of the committee are NG Payne (chairman), DE Cleasby, RW Graham, D Masson, P Nyman, JL Pamensky and AC Salomon. All members of the committee have the requisite financial and commercial skills and experience in order to properly fulfil their responsibilities.The committee meets at least four times a year and the Group internal audit manager and external auditors are invited to attend every meeting. The internal and external auditors have unrestricted access to the members of the audit committee, which includes being given a private hearing without management present. Other members of the management team attend, as required.


The audit committee charter defines and guides the audit committee with adequate reference to its purpose, membership, authority and duties. The committee is inter alia responsible for reviewing the interim and final financial statements and assesses whether these accurately reflect the financial position of the Group in terms of the Group’s Reporting Standards. The audit committee recommends to the board the publication of the interim and final financial results. Their duties further include assessing whether significant statutory and financial risks have been identified and are being monitored and managed through internal financial control procedures, and that appropriate standards of accounting, governance, reporting and compliance are in operation.

The audit committee determines the purpose, authority and responsibility of the internal audit function in the internal audit charter. The majority of divisional internal audit functions are performed in-house under the guidance and coordination of the Group internal audit manager. The committee reviews the scope and coverage of the internal audit function making recommendations where necessary.

The audit committee has a responsibility to recommend to the board, for its consideration and acceptance by shareholders, the appointment of external auditors. The audit committee also sets out the principles for the performance of non-audit services by the external auditors. The audit committee reviews both the Group and divisional audit committee reports.

In the year, the Group has moved to the principle of having one set of auditors per division, while rationalising the balance of audit firms engaged to two, these being Deloitte & Touche and KPMG Inc.

Deloitte & Touche replaced KPMG Inc. as the Group’s committee has reviewed the independence and objectivity of the external auditors, who have confirmed same. Accordingly the auditors, Deloitte & Touche have been proposed to be the Group auditors for the forthcoming financial year.

Each division has its own audit committee, which operate under a delegated authority of the Group audit committee and reports to both the divisional board and the Group audit committee. Each divisional audit committee has at least one member who is a non-executive to the division. A nonexecutive chairs the divisional committee.

In line with the requirements of the Corporate Laws Amendment Act the came into law in December 2007, the composition of the audit committee will be reconstituted to comprise solely of independent non-executive members.

Audit committee
August 29 2008


Risk committee

The Group risk committee is guided by a charter that is supported by the Group risk management policy, framework and minimum standards for risk management, which was finalised in June 2007 and implemented by the divisions in all Group companies. The members of the risk committee are NG Payne (chairman), the chief executive, chief executives of the South African divisions, the chief executives of the Bidfood subdivisions, the Group financial director, D Masson, P Nyman and AC Salomon.

The committee’s role is primarily to Group-wide risks as well as those operational risks which require Group interventions. In addition, as a result of the centralised Group insurance programme, insurance and related matters are dealt with by the Group risk committee.

The Group risk committee has delegated its responsibilities in respect of operational risk to divisional risk committees, each headed by their respective chief executive. These committees meet a minimum of quarterly and are supported by risk committees under the leadership of risk officers in each company in the Group.

Sustainability committee

The Group sustainability committee is a sub-committee of the risk committee. The sustainability committee consists of JE Hochfeld (chairman) and representatives from each of the South African divisions and the Bidfood subdivisions. The focus of the committee has been on the South African businesses as the European and Asia Pacific regions are active and are well advanced in sustainability practices. The structure of the sustainability committee mirrors that of the risk committee, where responsibility is delegated to the divisions.

Acquisition committee

The acquisition committee charter requires that major acquisitions with a Group impact, in terms of new business areas or geographies or with perceived potential conflicts are referred to the acquisition committee for an in-principle decision as to whether the acquisition should be investigated and pursued. This committee consists of DDB Band (chairman), MC Berzack, DE Cleasby, B Joffe, D Masson, JL Pamensky and LP Ralphs. Acquisitions are, depending on their magnitude, sanctioned by the executive committee and submitted to the board for approval.

Nomination committee

The nomination committee constitutes a majority of non-executive directors so as to ensure its independence and objectivity. The committee comprises DDB Band (chairman), B Joffe, JL Pamensky, MC Ramaphosa and T Slabbert.

The primary purpose of the committee, as set out in the nomination committee charter, is to ensure that the procedures for the appointments to the board are formal and transparent. The committee considers the composition of the board, retirements, appointments of additional and replacement directors and makes appropriate recommendations to the board.

Executive directors are appointed to the board on the basis of skill, experience and level of contribution to the Group and are responsible for the running of their businesses. Non-executive directors are selected on the basis of industry knowledge, professional skills and experience.

The committee is responsible for ensuring that nominees are not disqualified from being directors and, prior to their appointment, investigate their backgrounds in line with the requirements for listed companies set by the JSE.

Executive and non-executive directors retire by staggered rotation and stand for re-election at least every three years in accordance with the articles of association. The re-appointment of non-executive directors is not automatic. Directors are subject to re-election by shareholders and sufficient biographical information is provided to shareholders enabling an informed decision.

The committee annually reviews the board’s qualities such as its demographics and diversity in order to assess the effectiveness of the board, its committees and the contribution of each director.

Transformation committee

Following the successful implementation of the Dinatla BEE initiative, a transformation committee was formed to facilitate the socio-economic transformation process within the South African Group. Key functional resources were designated within each business unit to continue the socio-economic transformation drive at business unit level. The transformation committee has developed an enterprise-based charter, the Bidvest Charter, that guides the Bidvest BEE decentralised transformation strategy.

The transformation committee comprises LI Jacobs (chairman), the chief executive, chief executives of the South African divisions, chief executives of the Bidfood sub-divisions, MJ Finger, SG Mahlalela, GC McMahon, T Slabbert, SA Thwala and FDP Tlakula.

The transformation working committee is a sub-committee of the transformation committee and consists of senior divisional management. The role of the transformation working committee is to ensure effective communication and the execution of transformation policies within their particular business unit and division.