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.
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.
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.
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
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.
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.