BOARD CHARTER
The board is governed in terms of a charter which sets out its role and responsibilities, which mainly include the following:
A clear division of responsibility is embedded in the board charter, with the board chaired by an independent non-executive chairman. The board has delegated authority to the chief executive officer for the implementation of the strategy and the ongoing management of the business.
COMPOSITION AND DIVERSITY OF THE BOARD Lewis Group has a unitary board structure consisting of six independent non-executive directors and two full-time, salaried executive directors. The board confirms that it has the appropriate mix of knowledge, skills, experience, diversity and independence to objectively discharge its governance role and responsibilities.
The board’s diversity policy is aimed at enhancing diversity. In 2024, the board retained the voluntary targets for female representation and racial diversity on the board at 30%.
Currently, 38% of board members are female and 38% are black in terms of the Broad- Based Black Economic Empowerment (B-BBEE) Act. Independent non-executive director Tapiwa Njikizana is Zimbabwean by birth and is therefore not included for purposes of the B-BBEE Act.
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There were no changes in the composition of the board during the period under review.
Independent non-executive director Prof. Fatima Abrahams stepped down as a member of the audit committee and did not avail herself for re-election at the annual general meeting (AGM) held on 12 October 2023. Prof. Abrahams continues to attend audit committee meetings as an invitee and provides her expertise and services to the committee.
Directors appointed during the year are required to have their appointments ratified at the following AGM. The Chairman is elected every second year by the board.
Directors do not have a fixed term of appointment and are subject to retirement by rotation and re-election by shareholders at the AGM at least every three years. Directors are required to retire at the next AGM after they turn 70 unless the board decides at its discretion that a director may continue to hold office. Independent non-executive director Hilton Saven reached the age of 71 during the reporting period. The board considered and satisfied itself that he makes an invaluable contribution to board and committee affairs with his skills, expertise and experience, and that he should continue to hold office.
Executive directors are subject to 12 to 24 month notice periods.
Directors are required to annually evaluate their independence and declare their interests in other entities. They are required to declare any conflict of interest in relation to matters on the agenda at board meetings. The nominations committee further reviews the independence of all non-executive members when reviewing the composition of the board.
Non-executive director Adheera Bodasing previously provided consulting services to Lewis Stores through Polarity Consulting. These services ended in 2021 and Adheera commenced a two-year ‘cooling-off’ period. This period has since ended and she is now classified as an independent non-executive director.
The board was satisfied that all directors exercise independent judgement and act in an independent manner.
All directors participate in the annual evaluation of the board’s performance. The questionnaire-based evaluation covers the board’s role and agenda setting; the size, independence and composition of the board; director orientation and development; board meetings; board committees; board accountability and governance practices. The process also includes an assessment of the performance of the Chairman, Chief executive officer and the Company secretary. In addition, the Chairman has individual sessions with each director where necessary.
The 2024 board evaluation concluded that the board was satisfied with its overall functioning and governance.
The audit committee conducted a formal evaluation of the appropriateness of the expertise of the Chief financial officer, adequacy of the resources in the finance function, and the experience of senior members of management responsible for the financial function.
The committee is satisfied that the expertise and experience of the Chief financial officer are appropriate and that the finance function is sufficiently resourced to meet the required responsibilities of the function.
Marisha Gibbons is the Company secretary of the Group. The Company secretary acts as adviser to the board and plays a pivotal role in ensuring compliance with regulations, the induction of new directors, providing advice to directors on governance, compliance and their fiduciary responsibilities, and is responsible for liaising with the JSE and the Companies and Intellectual Property Commission. The Company secretary acts as secretary for all board committees.
The directors have unrestricted access to the advice and services of the Company secretary. They are entitled to seek independent professional advice at the company’s expense after consultation with the Chairman of the board. No directors exercised this right during the year.
The board conducted a formal evaluation of the Company secretary, as required by the JSE Listings Requirements. The directors are satisfied that the Company secretary has the requisite competence, qualifications and experience to perform the role as set out in section 88 of the Companies Act.
The board is satisfied that it has an arm’s-length relationship with the Company secretary and confirms that the Company secretary is not a director of any of the Group companies and is not related to any of the directors.
The board of directors delegated specific responsibilities to five board committees and the management committee. The board committees are all chaired by independent non-executive directors.
Committees have terms of reference and function according to a year plan. The directors confirm that the committees have functioned in accordance with these written terms of reference during the financial year. The committee charters are available here.
Refer to the full Corporate governance report here for details of board committees.
