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8.2 The company secretary shall provide professional and independent guidance to the Board and individual directors on corporate and transparent and are also aligned with the strategy of the Company while linked to individual performance. non-executive directors, most of whom shall be independent as defined in the King IV Code. 1.1 Shareholders of the Company ("Tiger Brands Shareholders") are referred to the Company's 2018 audited results announcement released on 22 November 2018 wherein the board of directors of Tiger Brands ("the Board") advised By Staff. including field of knowledge, skills and experience as well as age, culture, race and gender. of developments in the business environment and markets that may have a material impact on the Group business. Tiger Brands’ board of directors plays a critical role in the governing of the business. This responsibility shall be undertaken on behalf of the Board by the Risk Committee, in cooperation with citizen, Principle 4: Strategy and performance – The Board should appreciate that the organisation’s core purpose, its risks and opportunities, On 4 March 2018, the National Consumer Commission (NCC) issued a directive to Tiger Brands to recall specific ready-to eat and ready-to-cook products. programmes where available. Rosh is an experienced admitted attorney, immediately reported to the Board by the CEO. 4.1.5 ensuring accountability for performance by means of, among others, reporting and disclosure. secretary. Notice of Annual General Meeting, Currently viewing: Corporate governance / Next: Audit committee report. the effectiveness of assurance services and functions, with particular focus on combined assurance arrangements, including external assurance service providers, the finance function and internal audit. Chief growth officer: Consumer brands IT Governance Charter & Framework 5.1.10 take steps to ensure that he has sufficient working knowledge of the Group, its industry, the triple context in which it operates, The Company may, for the purpose of a special assignment, engage the services of a non-executive director (specific field of expertise) Companies Act of 2008 on recommendation by the Board with the input and assistance of the Remuneration Committee. In addition to the company's South African operations, Tiger Brands also has direct and indirect interests in international food businesses in Chile, Zimbabwe, Mozambique, Nigeria, Kenya and Cameroon. to vote or be counted for quorum purposes. The board is satisfied it has complied with the terms of its charter for the review period. 7.2.2 where more than one committee has jurisdiction to deal with a similar matter, the specific role and positioning of each committee The nominations committee has, on behalf of the board: The social, ethics and transformation committee is chaired by an independent non-executive director, Maya Makanjee, supported by two independent non-executive directors, namely: The committee met three times in 2018, with attendance This entails selecting a dispute resolution method, where possible, that best serves the interests of the Company, giving 2.9 As per the provisions of the Memorandum of Incorporation of the Company, at least one third of the non-executive directors shall retire committee as established by the Board shall have formal terms of reference to be approved by the Board and annually reviewed. In addition to the company's South African operations Tiger Brands also has direct and indirect interests in international food businesses in other countries. 7.5.2 may be a member of the Remuneration Committee but not its chair; Company’s risk management process. Assists the board in monitoring and ensuring matters relating to organisational ethics, responsible corporate citizenship, sustainable development and stakeholder relationships are effectively managed. party or to harm the Group in any way; 8.3 The company secretary shall report to the Board via the chair on all statutory duties and functions performed in connection with the Board. 8. these remain aligned with the principles of good governance, accountability, fairness, integrity, responsibility and trust. The need for continuing professional development programmes shall be identified as part of the periodic considered necessary, call for a vote in whatever manner the chair, in his sole discretion, deems appropriate. duties in the best interest of the Company and with due care, skill and diligence. declaration of all financial, economic and other interests held by the director and related parties. 7.2 The committees shall be appropriately constituted with due regard to the skills required by each committee. Chief human resources officer Committee, Remuneration Committee, Nomination and Governance Committee and Investment Committee. the board must annually consider and satisfy itself on the competence, qualifications and experience of the company secretary. 2.10 Monitoring how the Board works together and how individual directors perform and interact at meetings. Governance Committee, shall provide input regarding senior management appointments, remuneration and succession plans. 4.4 The Board shall approve and annually review a delegation of authority framework that articulates its set direction on reservation and the circulation of price sensitive information and to ensure equal treatment of all shareholders. 11.3 An overview of the evaluation process, results and action plans shall be disclosed in the Integrated Report. However, Lawrence Mac Dougall is a member of the social, ethics and transformation committee. 07.14.2015. In FY18, the board met six times at scheduled meetings. by rotation on an annual basis. The Tiger Brands board provides effective leadership and strategic direction in the best interest of the company and 7.1 The Board shall delegate certain of its functions to well-structured committees but without abdicating its own responsibilities. 2.9 Ensuring that all directors play a full and constructive role in the affairs of the Company and taking a lead role in the process of removing non-performing 6.3 Directors shall be provided with regular briefings on changes in risks, laws and the environment but shall also be expected to keep abreast 3.4 Independent non-executive directors may continue to serve as such for longer than 9 (nine) years if, upon an assessment concluded The board engaged with management, industry and professional experts, government, regulators and other stakeholders to understand the origin of Listeria monocytogenes. 4.1 The Board shall serve as the focal point and custodian of corporate governance in the Group and shall exercise its leadership role by: 4.1.1 Approving the definition of value creation and oversee that value is being created for stakeholders by executive directors and independence of independent non-executive directors who have served for more than 9 years and the outcome of such assessments will ask the relevant director to recuse themselves from participating in discussions and taking decisions in respect of matters in which they have a conflict and the chairman, as well as directors' interests and any circumstances and relationships that may impair their judgement and consequently their independence. director is bound by ethical or contractual obligations of non-disclosure; 2.4.3 ensuring that a formal programme of induction and continuing professional education for directors is adopted and, in general, enhancing the The performance, independence and qualifications of the company secretary shall be evaluated by the Board at least annually and All committees have board-approved terms of reference and a work plan, which are reviewed annually. Yokesh joins Tiger Brands from Distell Limited, where he was managing director: Africa from 2017. 11. The board appointed Resigned: 31 August 2018. CEO. Governance structures, policies and standard operating procedures continue to be embedded in the organisation. of its governance roles and responsibilities. 4.2 In fulfilling its function, the Board shall at all times apply the 16 principles of the King IV Code as listed in Annexure A to this charter. Chief legal officer 5.1.6 only use his powers for the purposes for which they were conferred upon him and not to gain an advantage for himself or a third adequate and reasonable notice of such meeting. The board concluded that Advocate Monaisa has the relevant qualifications, skills, experience and competency to effectively discharge his responsibilities. Company. Tiger Brands on Wednesday said Khotso Mokhele would succeed Andre Parker as chairman of the company. 9.6 Members of senior management and service providers may be invited by the chair to attend meetings of the Board but shall not be entitled regular basis. Chief strategy officer REPORT SELECTOR: Gifts, Entertainment & Hospitality Policy Oct 2018 – Present 2 years 1 month. Tiger Brands Limited (JSE: TBS) is a South African packaged goods company. development is adopted at Board level. Appointed: December 2016 In this regard, the chair must 5.1.4 act ethically beyond mere legal compliance; 5.1.8 keep all information learned in his capacity as a director strictly confidential; As the board is committed to the highest standards of corporate governance, it executed its duties responsibly and acted independently when reviewing reports presented by management. shall be arranged through the chair of the Board or the CEO. In the case of a conflict between the duties of a director The Social, Ethics and Transformation (SET) … reported on as required by the JSE Listings Requirements. out below. the company secretary in line with the requirements of the Companies Act and King IV. Monwabisi … S’ne is a former senior vice president, group human capital for the Sasol group since 2016. Appointed: July 2018 all cases. for a non-binding, advisory vote. 5.1.2 conduct himself in a professional manner; The induction programme includes introductions to key members of executive management and site visits to the company's manufacturing units as well as its customers. The chairman of the Tiger Brands board, chairman of the nominations committee, and chairman of the remuneration committee are required to authorise these appointments based on a recommendation from the CEO. performance. development programmes as deemed necessary by the chair based on the outcome of the periodic assessment of the director’s The committee comprises three independent non-executive directors. 2.4 There should be a clear division of responsibilities between the executive responsibility for the running of the Company’s business and The chair shall approve the rationale and direct to the company secretary to assist. 9.4 The quorum necessary for the transaction of business shall be a majority of directors unless otherwise provided for in the Company’s 7. Mindful of its duty as a responsible corporate citizen, the board made a concerted effort to ensure it met regularly, particularly in the early stages of what manifested into a crisis for the company. of interest in respect of any matter on the agenda. 11.1 A formal assessment of the performance of the Board, chair, individual directors and Board committees shall be done every two years in as possible. 5. Retired: 31 May 2018, Previous page: Environmental sustainability, Tiger Brands: Integrated Annual Report 2018, Turning outputs into competitive advantage, Social, ethics and transformation committee report, Analysis of registered shareholders and company schemes, Social, ethics and transformation committee. 7.2.3 a balanced distribution of power in respect of membership across committees, so that no individual has the ability to dominate This charter will be reviewed on an annual basis by the Board. 5.4 The directors are entitled to have access, at reasonable times, to all relevant Company information and to management. The executive committee comprises 12 members. A self-assessment, via individual questionnaires, was performed in FY18. The nominations committee is chaired by the chairman of the board, Dr Khotso Mokhele, with three additional independent non-executive directors as members, namely: The board is satisfied with the level of experience and competency of committee members. counsel, mostly in the FMCG industry, and 2.5 The Nomination and Governance Committee shall assist with the identification of suitable candidates for appointment to the Board. On 15 August 2018, Swazi Tshabalala stepped down as a non-executive director, followed by Rob Nisbet, who also stepped down as a non-executive director on 7 September 2018. The social, ethics and transformation committee's activities are set out here. 2.7 The Board, with the assistance and guidance of the Nomination and Governance Committee, shall on an annual basis consider its size, organisation setting and achieving its strategic objectives, Principle 13: Compliance governance – The Board should govern compliance with applicable laws and adopted, non-binding rules, codes the chair, together with the Board, shall consider the number of outside professional positions that the chair is allowed to hold, taking into The board operates in line with its formally approved charter which ensures its activities conform to sound corporate governance principles. to a subsidiary company and the interests of the Company as holding company, the duties of the director to the subsidiary company must 8.1 The Board shall appoint and remove the company secretary and empower the company secretary to enable him to properly fulfil his Mary Jane has over 20 years’ business experience in oil and gas and mining. Under our formal policy, an executive member is limited to one substantive outside directorship. Further enhancements will be made, in line with the board's objectives to continuously improve corporate governance practices. 5.1.5 disclose any information that he may be aware of that is material to the Group and which the Board is not aware of, unless such He has over 25 years of business experience in the FMCG and agricultural sectors from a number of local and international companies, including Cadbury, Coca-Cola, Diageo and Brandhouse. Enable remuneration structures that are aligned with the company's objectives for value creation. 9.9.3 Should no comments be received by 12:00 midday on the 6th (sixth) business day following circulation, the company secretary Tiger Brands reviews its operations and strategy to ensure Tiger Brands is South Africa's largest food company. Board and the directors. She held various human resources leadership positions in Sasol since 2008, locally and globally. 5.1.3 avoid any conflict of interest between his personal affairs and that of the Group or, where unavoidable, disclose any such conflict The board is satisfied that Tiger Brands applied all the recommended King IV principles in FY18. in decision-making in the best interest of the Company. 2.7 Acting as a link between the Board and management and in particular between the Board and the chief executive officer. Post-investment reviews of prior strategic investments are monitored closely. member shall send an email to the Company Secretary indicating their approval of the minutes, within 10 (ten) business days. Integrated Annual Report JOHANNESBURG - Tiger Brands said on Friday Khotso Mokhele would step down as chairman of the board on December 31. The investment committee is chaired by the chairman of the board, Dr Khotso Mokhele, supported by two independent non-executive directors, namely: The committee met twice in 2018, with attendance set out below. Noel Patrick Doyle is Chief Executive Officer at Tiger Brands Ltd. See Noel Patrick Doyle's compensation, career history, education, & memberships. promote independent judgment and assist with balance of power and the effective discharge of its duties Yunus Suleman has been a member since he joined the board in July 2015. The Tiger Brands Management Trainee Programme is a 24 month accelerated development programme which aims to recruit bachelor’s degree / Btech graduates who demonstrate the potential to reach senior leadership positions in the organisation. Supplier registration, supplier management, supplier enlistment, tender result, contract award, vendor registration, empanelment , sub-contract, tender, tenders secretary shall have unfettered access to the Board but, for reasons of independence, shall maintain an arms-length relationship with the The Board shall consider the 13.6 Any advice obtained under these provisions shall be made available to the other directors if the Board so requests. Appointed: February 2017 Tiger Brands is one of the leading mass consumption product distributors in South Africa. to and agree on the appropriateness of such appointments, taking into account the size, time required and complexity of all organisations. 9.9.2 Executive Management shall comment and approve said minutes within 5 (five) business days after receipt; Oversee development of the Tiger Brands remuneration policy that articulates and gives effect to the board's direction on fair, responsible and transparent remuneration. avoidance of duplication or fragmented functioning in so far as possible; matters set out herein and other matters directly relating to the Board) the company secretary, no executive reports to him other than through the Board. preparation time ahead of each meeting to ensure that he is in a position to contribute to Board and committee discussions and 3. Pieter was previously CEO of GWK Group. • Principle 9: Evaluations of the performance of the governing body – The Board should ensure that the evaluation of its own performance excluding its annual strategic session and budget meeting. All non-executive directors are independent as determined by the board. Appointed: April 2015 Forensic investigator, Paul O’Sullivan, has called on for the entire Tiger Brands board of directors to step down. Every director shall be entitled, in consultation with the chair, to add any item to the agenda for a particular Board meeting. BRYANSTON, SOUTH AFRICA — Tiger Brands announced on July 13 the appointment of Yunus Suleman as independent non-executive director of the company. Appointed to the Tiger Brands board in 1990. 4.3 The Board shall appoint the chief executive officer (CEO) and formally evaluate the performance of the CEO annually against agreed relationship which, when judged from the perspective of a reasonable and informed third party, is likely to influence unduly or cause bias Prior to that, she spent 11 years at General Mills based in the USA in commercial and marketing roles, having been responsible for several global and regional portfolios, including South Africa. particularly in African operations. in the strategic planning process, and made recommendations to the board on disinvestment proposals. Non-executive director of Oceana Group and Empresas Carozzí (Chile). 30 September 2018, with a range of corporate leadership skills, industry expertise and diversity appropriate to lead and best achieve the company's strategic objectives in this competitive environment. Our deepest and heartfelt thoughts remain with those who lost their loved ones and who are otherwise affected by this crisis. 1.4 The purpose of the charter is to regulate the parameters within which the Board shall operate and to ensure the application of the principles procedures for dealing with conflicts are prescribed. JOHANNESBURG, Aug 21 (Reuters) - South African food producer Tiger Brands said on Friday Khotso Mokhele would step down as chairman of the board on Dec. 31. In addition, special meetings were convened to deliberate on critical matters that needed the attention of the board. Appointed: May 2016 professional financial advisers on matters of law, accounting and other regulatory matters relating to the business and/or affairs of the decision-making, and no undue influence is placed on any individual. in the management of its affairs. responsibilities of the Board and individual directors, including the composition and relevant procedures of the Board. meetings to be held as and when deemed appropriate. 7.5 The chair of the Board: 7.5.1 shall not be a member of the Audit Committee; 13.2 The directors shall, both individually and collectively, have the right to consult the Company’s professional advisers and, if they are not Company as holding company in the operations of the subsidiary company should be a matter for the board of the subsidiary company to 1.3 To guide its effective functioning the Board approved this charter (“the charter”), the provisions of which shall at all times be subject to all

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