King IVTM disclosure and reference index for the 2017 SPAR integrated report
The table below provides a brief summary and guidance on SPAR’s application of the King IVTM principles, with references to where these are addressed in the integrated report. This is the first year that SPAR reports according to King IVTM and the group expects its governance structure and processes to further develop and mature towards full compliance.
Arrangements, achievements, measurements and future focus areas
Examples and references in the integrated report
The governing body should lead ethically and effectively
We have a small but highly effective board with members who actively participate in leading the group. The board’s current evaluation mechanism does not include performance indicators related to ethical behaviour and will therefore have to be updated accordingly. We also plan to ask board members to sign the SPAR Code of Ethics individually, while continuing to base their leadership on a stakeholder-inclusive approach.
Board members’ understanding of the business is refined by scheduling board meetings at distribution centres. Board members’ interests are declared and reviewed at the start of every meeting and there is continued awareness created around insider trading risks.
The governing body should govern the ethics of SPAR in a way that supports the establishment of an ethical culture
SPAR’s culture is informed by its values of passion, family values and entrepreneurship, in combination with the SPAR Code of Ethics. The board sets a leadership example through its adherence to the relevant guidelines, regulations and benchmarks for good corporate governance and ethics. This includes adherence to the Universal Declaration of Human Rights and the International Labour Organisation’s’ Declaration on Fundamental Principles and Rights at Work.
The Social and Ethics Committee, which functions independently of the board, oversees SPAR’s actions and promotes a positive impact through its activities on the environment, consumers, employees, communities, stakeholders and all other members of the public. The committee is responsible for monitoring and making recommendations in relation to the following:
Social and economic development, including compliance with the United Nations Global Compact, the Organisation for Economic Co-operation and Development (OECD) recommendations on corruption, the Employment Equity Act and Broad-based Black Economic Empowerment Act.
Good corporate citizenship, including the promotion of equality, prevention of unfair discrimination, reduction of corruption, contribution to community development, sponsorship, donations and charitable giving, environmental risks, health and public safety as well as reputational risks and other related risks.
Consumer relationships, including advertising, public relations and compliance with Consumer Protection laws.
Labour and employment, including employment relationships and contributions towards the educational development of employees. This also includes compliance with standards such as the International Labour Organisation Protocol on decent work and working conditions.
Ethics management, including recognising the importance of all stakeholders while minimising the negative impacts and maximising the positive impacts of SPAR on the communities within which it operates. The committee exercises oversight by reviewing the programme to monitor compliance with the SPAR Code of Ethics annually.
Employee recruitment, on-boarding and training interventions contain elements that relate to expected behaviours ‒ aligned to SPAR’s values and culture.
An ethics survey was conducted by the Ethics Institute of South Africa (EthicsSA) during the 2015 financial year. Consequently, an action plan to address the shortcomings identified was discussed with Deloitte & Touche and the board, and a relaunch of the Code of Ethics and Whistleblowing hotline took place in 2017.
The independent whistleblowing hotline provides a mechanism for stakeholders to report any ethics breaches. These are reported to the Social and Ethics Committee and appropriate action is taken. Although the board has approved a supplier Code of Ethics, this still has to be rolled out and there is an opportunity to expand the membership agreement between the guilds, retailers and SPAR to include expectations related to ethical behaviour.
SPAR has a customer care and complaints line with all complaints being reported to the Company Secretary, who directs these to the relevant distribution centres from where these are relayed to retailers. The distribution centres take ownership of complaints and are responsible for communication with the relevant manager of store in question to address any issues.
The regional and national guild committees have the power to rescind retail membership if any ethics breaches take place.
The board reviewed and approved the Group Fraud and Corruption Prevention Policy during 2016. This policy acts as a guide to ensure all instances of fraud or corruption are managed in a fair and uniform manner. The policy further assists us in creating a climate for the prevention and detection of fraud, theft, corruption or associated internal irregularity.
The governing body should ensure that SPAR is and is seen to be a responsible corporate citizen
SPAR’s vision positions the group as a responsible corporate citizen: to be the first-choice brand in the communities we serve. A strong community focus is supported by the SPAR values on demonstrating passion, living our family values and encouraging entrepreneurship in our leadership as well as through our relationships. Where we are able to create authentic shared value, as per our sustainability pledge, we build our reputation as a good corporate citizen and strengthen the material relationships that enable value creation.
SPAR’s strategic imperatives and enablers all consider our internal and external interactions with stakeholders and the environment to support our commitment to being a responsible corporate citizen.
Our sustainability pledge aims to create authentic shared value through the following outcomes:
Contribution to societal change
Contribution to responsible living
The report contains extensive context and commentary on SPAR’s material relationships, including interfaces with SPAR International and the guilds. SPAR’s voluntary trading model is furthermore based on relationships of trust and co-operation between SPAR and our retailers, to mutual benefit. For the voluntary trading model to operate effectively, all parties have to display responsible corporate citizenship.
Corporate citizenship is one of the elements monitored by the Social and Ethics Committee (see above) and is based on SPAR’s stakeholder-inclusive approach. The committee approves and monitors corporate social development spend and impact, for example in the case of the emerging farmer programme. It also tracks progress with SPAR’s BBBEE rating.
We have started a process to link our values to the sustainable development goals (SDGs), thereby articulating how we can support the aims to end poverty, protect the planet and ensure prosperity in the next 15 years.
The governing body should appreciate that SPAR’s core purpose, risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process
The board recognises that SPAR creates value on a global scale through the voluntary trading model. It creates significant value for our independent retailers, who benefit from the economies of scale gained by our buying efficiencies, and the cost savings through operational efficiency and a wide scope of products offered and distributed through our distribution centres. Our material relationships provide input into our business activities and help us mitigate the risks, including waste and resource depletion, associated with a distribution and wholesale business.
The board provides overall guidance and direction for the development and annual review of the strategy, which articulates the key imperatives and enablers required to deliver on the group’s outcomes. Progress with the implementation of the strategy is measured according to financial and non-financial indicators, combined with an enterprise risk management programme which considers SPAR’s entire value chain.
The board formally considered the going concern assertion of SPAR and is of the opinion that it is appropriate for the forthcoming financial year.
The governing body should ensure that reports issued by SPAR enable stakeholders to make informed assessments of SPAR’s performance, and its short, medium and long-term prospects.
The board takes responsibility for SPAR’s financial and integrated reporting, supported by internal and external assurance mechanisms.
SPAR’s integrated annual reports aim to provide our readers with a broad understanding of the group’s past performance in the context of the external environment, demonstrated through a wide range of activities, interactions and relationships. This should enable readers to gauge the prospects and future trajectory of SPAR’s value creation abilities.
In our 2017 reporting we have fully integrated the King IV™ disclosures into our integrated report. These are indicated through icons and links to relevant sections, and provide the reader with a quick view as well as detailed commentary where relevant.
Our commitment to reporting according to the <IR> Framework means that we only report on what is material for SPAR to be able to create value over the short, medium and long term ‒ this is structured according to our material relationships.
Our full reporting suite and archives are available on the SPAR website.
The governing body should serve as the focal point and custodian of corporate governance at SPAR
The board works according to an annual board plan which ensures a structured and formal approach to governance. There are at least four formal board meetings per annum and board members are provided with ample context, reports and indicators to be able to ensure that the group acts ethically, performs according to expectations, maintains the necessary controls and is being perceived as a responsible corporate citizen. Board meeting attendance is high and additional conversations between board members are encouraged for updates or when pertinent decisions require more deliberation.
The board is satisfied that it has fulfilled its responsibilities according to its charter for the year.
The board intends to improve the detail understanding of corporate governance structures per country where SPAR is invested and will ensure that more detail from these operations are available in the board packs.
The governing body should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively
SPAR’s core governance structure includes the board and its committees; however, the wider governance ecosystem also encompasses the guild structures and external assurance providers, who all assist the board in discharging its governance role and responsibilities.
The board member profiles in the integrated report summarise the demographics, qualifications, capacity, status and memberships of each board member and indicate their respective tenures.
The board has a policy for gender diversity which requires a minimum of two female non-executive directors, which has been met.
The Chairman has been a member of the SPAR board for 13 years but is regarded as independent. An externally facilitated independence assessment of the Chairman was undertaken and based on completed questionnaires and the interviews conducted with each of the directors, there was nothing to indicate that the Chairman was not independent, despite his tenure on the board. Accordingly, the board elected not to appoint a lead independent director as a result of the Chairman being assessed as being independent.
During the year, there were no board changes.
The SPAR policy for board appointments is implemented by the Nomination Committee, who ensures that there is an appropriate balance of diversity, skills and experience within the board’s ranks to fulfil its mandate and covers both financial and sustainability roles and responsibilities.
The governing body should ensure that its arrangements for delegation with its own structures promote independent judgment, and assist with balance of power and the effective discharge of its duties
The board delegates specific roles and responsibilities to the Chief Executive Officer (CEO) and the board committees. Each committee has terms of reference that is reviewed annually. In addition to the four committees, there are three Executive Committees according to the three main geographies, each with very specific functions and responsibilities.
Diverse backgrounds and cross-membership between committees, including guild memberships, ensure that there is appropriate balance in judgement and influence.
The committee reports contain details of membership, responsibilities, advisors, attendance and key areas of focus.
The governing body should ensure that the evaluation of its own performance and that of its committees, its chair and its individual members, support continued improvement in its performance and effectiveness
The board and its committees conduct an annual self-evaluation process to measure its respective performances and the chair of the board and committees present to the board the results of those self-assessments. No concerns were raised with the efficiently and competence of the directors and members during the year under review.
The board also conducted a comprehensive evaluation of the performance of individual directors and the Chairman with no significant problems identified.
Future evaluations will include a more formal measurement approach and disclosure will be expanded. The board will also focus on specific and relevant training interventions.
The governing body should ensure that the appointment of, and delegation to, management contribute to role clarity and the effective exercise of authority and responsibilities
The SPAR governance bodies are all governed by a delegation of authority framework, which is reviewed annually and sets out the matters reserved for determination by shareholders, the board, and those matters delegated to management and the Executive Committees.
The South African delegation of authority was updated during the year. Full delegation of authority for the foreign entities is being finalised following the implementation of minimum levels of authority. There is a need to define delegation of authority policy at distribution centre level going forward.
The board is satisfied that the delegation of authority framework contributes to role clarity and the effective exercise of authority and responsibilities.
The CEO is accountable to the board for the daily management of the company and co-ordinates the implementation of board policy and strategy through the Executive Committees. The CEO’s responsibilities include, among other things, ensuring that the company conducts its affairs within the rule of law and abides by the company’s Code of Ethics, and keeping the board informed of all its major business proposals and developments by way of specific reports, within limits set by the board.
The CEO’s notice period is 3 months and his performance is measured as per the remuneration policy. The board approved the appointment of SPAR’s CEO as the chairman of SPAR International.
Succession planning is an ongoing focus area and will become important in medium-term as a number of senior management members will be reaching retirement age.
SPAR’s Company Secretary is a suitably qualified and experienced employee who is able to provide the board with the requisite support for its efficient functioning and discharge of its duties. She contracts with the necessary service providers to provide specialist input or guidance on board matters, including, for example, Deloitte & Touche, EOH Legal Services, Chartered Secretaries South Africa, Garlicke & Bousfield, the Institute of Directors Southern Africa and Corpstat Governance Services. We believe these arrangements are effective and appropriate for the efficient functioning of the board.
The governing body should govern risk in a way that supports SPAR in setting and achieving its strategic objectives
SPAR operates according to a voluntary trading model, which creates unique challenges for effective control as retailers have the freedom to operate independently under the SPAR brand. Our primary area of control extends to operations at the distribution centres, including delivery, with more limited control in the retail environment. SPAR’s retail operations team, in co-operation with the guilds, provides the necessary structures to facilitate the most appropriate risk mitigation, and financial and reputational controls for retail.
In terms of distribution centres, subsidiaries and central office functions, the board relies on a range of internal and external assurance mechanisms in combination with formal policies and frameworks. External mechanisms include, for example, the auditors, sponsors and verification agencies, while internal audit and management reviews provide internal control.
SPAR’s risk management ability is integral to the achievement of strategic objectives. The integrated report includes detail reporting on these risks – showing the risk ranking, mitigation actions and a link to the relevant strategic imperative. We also identify the most strategic risks per material relationship.
Risk is governed and managed through the Risk Committee. The committee functions independently of the board and oversees the company’s risk management process, including IT governance. The committee ensures that management identifies potential risks, which may affect the company or its operations and implements an effective risk management policy and plan, enhancing the company’s ability to achieve its strategic objectives.
The governing body should govern technology and information in a way that supports SPAR in setting and achieving its strategic objectives
Technology and information at SPAR is governed through the Risk Committee mandate, which ensures that information technology (IT) is managed as an integral and strategic part of the business. The IT strategy supports and enables the business strategy and delivers value through cost and resource management, risk management and regulatory compliance.
IT serves all aspects, components and processes of SPAR in South Africa, with limited integration with the international entities. The South African IT team creates synergies between the group operations where possible, and provides the teams in Ireland and Switzerland with guidance and support to ensure acceptable governance measures are in place.
IT is therefore leveraged to create opportunities and to gain a competitive advantage. The board is cognisant that, as much as IT is a strategic asset within the group, it also presents the organisation with significant risks.
IT is represented on the SPAR Executive Committee. This generates continuous information management dialogue, aligned to the short, medium and long-term business requirements. Demands placed on IT resources are expected to exceed the capacity of these resources for the foreseeable future. It is therefore crucial that the limited resources available are put to optimal use. To this end proposed projects will be selected and ranked by the Executive Committee according to their value to SPAR. Application maintenance is limited to necessary fixes and selected change requests for which a convincing business case exists. All projects have an owner outside the IT department, responsible for the overall project management, acceptance by the business and implementation. IT work is divided in major projects, minor projects and maintenance. Each type is dealt with differently.
Major projects take more than six-months to deliver, and include, for example, the SAP implementation. Major projects follow the following steps:
Initiation by a user, supported by the functional executive responsible for the relevant area of business.
Investigation by initiator, functional executive, business analyst and systems manager.
Development of a business case by functional executive, business analyst and systems manager.
Presentation to Executive Committee for approval, ranking and budget.
Implementation pre and post-reviews with all parties concerned.
Minor projects typically take less than six-months to deliver. These projects follow the same steps as major projects with the exception that approval and ranking takes place by the IT management team together with the functional executive.
IT risks were reviewed during the year with software quality emerging as the most significant risk. Cybercrime was rated fairly low due to the systems in place to mitigate this risk.
South Africa is quickly following in the footsteps of first world countries by introducing legislation governing corporate behaviour. Some of the acts that have a direct effect on IT are:
The Electronic Communications and Transactions Act
The Promotion of Access to Information Act
The Regulation of Interception of Communications and provision of communications related information Act
Payment card industry data security standard
Protection of personal information act
Consumer Protection Act
Non-compliance with this legislation exposes SPAR to unnecessary risk. It is the specific responsibility of the Group Systems Audit & Security manager to keep abreast of legislative developments by subscribing to a suitable legal service.
Any significant IT investments form part of the budget process and are submitted to the board for final approval. The board subsequently oversees the return on investment from these projects. Annual internal and external IT audits are based on the COBIT IT governance framework. Based on these audits and feedback from the Audit and Risk Committees, the board is satisfied that the SPAR Group has adequate resilience arrangements in place for disaster recovery.
IT effectiveness is monitored mainly through independent audits, user surveys, uptime and support statistics and user meetings with retailers.
During the year, the SAP rollout was interrupted to make capacity available for the shared services’ project. This entailed comprehensive changes to legacy systems to facilitate the introduction of a ‘slow moving’ warehouse in South Rand. The SAP transition to the Enterprise Management generation software based on the HANA database architecture was completed with SPAR being the 6th installation worldwide to achieve this.
The IT team is currently preparing for the start of SAP phase two in 2018, which comprises all remaining finance functions including trade debtors and creditors, dropshipment, import and exports, transhipments and shared services transactions. Further opportunities in cloud enablement and business intelligence will be explored.
The governing body should govern compliance with applicable laws and adopted, non-binding rules, codes and standards in a way that supports SPAR being ethical and a good corporate citizen
One Capital is SPAR’s Sponsor and advises the board, through the Company Secretary on compliance with the JSE Listings Requirements. We subscribe to LexisNexis’s online legal library and engaged with LexisNexis to provide their Lexis Assure programme, which is a notification service that informs SPAR of any regulation changes and allows SPAR to view all the relevant Acts pertaining to its business, as well as the level of associated compliance risk for each Act.
SPAR has had no regulatory penalties, sanction or fines and has not had any inspections by environmental regulators.
SPAR adheres to the Code of Commercial conduct of the Industry Association for Responsible Alcohol Use (AFA) and is a co-signatory to industry and government bodies on issues relating to fishery improvements. We are aligning our seafood procurement to be within the parameters of the World Wide Fund for Nature (WWF), South African Sustainable Seafood Initiative (SASSI) guidelines on how seafood should be caught and sold.
SPAR’s commitment to food safety and nutrition provides consumers with quality assurance and aims to promote healthy living. We deliver on our promise to provide consumers with high-quality, traceable product through strict adherence to product and packaging specifications. This includes providing information on sourcing and ingredients.
To ensure our products meet the highest health and safety standards, we contract with an external laboratory that conducts random monthly testing across our entire product range.
South African retailers rely on SPAR’s supplier management and audits to ensure food safety compliance for the products provided by the distribution centres. Where retailers elect to source their own products from smaller suppliers, they take responsibility for food safety. Since this poses a risk to SPAR and retailers alike, we work with retailers and hold them accountable to ensure that the appropriate controls are in place and documented. We also assist small suppliers to improve and align with programmes such as GFSI.
An additional food safety control takes the form of quarterly inspections of all stores by a SPAR service provider.
The operations in Ireland and Switzerland rely, to a larger extent, on government inspectors who enforce food safety regulations, enhanced by an internal SPAR audit programme.
During the year, SPAR engaged with the Competition Commission on several matters pertaining to the grocery retail sector and procurement issues.
In terms of future reporting, SPAR is considering establishing a mechanism to alert the board of all fines. This would enable the board to monitor and track trends and potential impact.
The governing body should ensure that SPAR remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term
SPAR’s employees are pivotal in meeting our strategic objectives. The board is committed to paying fair, competitive and market-related remuneration to ensure that SPAR is able to attract, retain and motivate top-quality and talented employees.
Shareholders voted 94% in favour of the proposed remuneration policy at the AGM in February 2017.
The remuneration report contains detail on SPAR’s approach to remuneration, policy and implementation.
The governing body should ensure that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal decision-making and of SPAR’s external reports
The board relies on internal and external assurance providers for effective control. Financial information contained in the 2017 integrated report was independently audited by Deloitte & Touche and external assurance was sought on non-financial data. This includes the group’s 2017 BBBEE verification, which was evaluated independently by AQRate. In addition, data submitted to the CDP was externally verified for the 2015/2016 financial year.
Due to the fact that the re-appointment of the auditors received a 35.93% vote against the resolution at the AGM in February, mainly due to the drive for mandatory rotation of auditing firms, we have started a process to appoint a new audit firm for approval at the AGM in 2018. The process is managed by the Audit Committee, which is tasked with identifying an auditor with the size and technical expertise to take over the full group audit.
The SPAR Group board applied its collective mind to the contents of the integrated report and is satisfied that it provides a fair account of the business’s performance, risks, opportunities and prospects.
An integrated assurance framework is still in development and will be roll out in 2018.
In the execution of its governance role and responsibilities, the governing body should adopt a stakeholder-inclusive approach that balances the needs, interests and expectations of material stakeholders in the best interests of the organisation over time
The board takes SPAR’s responsibility as a corporate citizen seriously, which means that we continuously evaluate the group’s impact on stakeholders and the environment. The Social and Ethics Committee is mandated to provide guidance on and oversight of SPAR’s activities regarding the environment, consumers, employees, communities and other stakeholders, and to monitor the company’s sustainability and governance performance in this regard. The committee also ensures that these activities take place in a compliant and ethical manner that contributes to the welfare of the business and our stakeholders.
To further expand on the group’s legitimacy, the SPAR guilds also have Social and Ethics Committees.
During the year, we developed a sustainability pledge: to create authentic shared value, through the following outcomes:
contribution to societal change;
contribution to responsible living;
opportunity creation; and
Our commitment to creating authentic shared value is inherently linked to our values and our support of the 17 SDGs. We shall further explore these support initiatives in 2018 while continuing our contribution to social investment programmes, with particular focus on the flagship emerging farmer development programme.
SPAR refers to the brand under which independent retailers choose to trade. It is used as an overarching term for our other retail brands, namely SPAR, KWIKSPAR, SUPERSPAR, TOPS at SPAR, SPAR Express, Build it, TrenDIY by Build it, Pharmacy at SPAR and SaveMor, unless otherwise stated. In this report, we also use the word SPAR to refer to the listed company, The SPAR Group Ltd.
SPAR operates in Ireland and South West England through its ownership of BWG Group, and all references thereto encompass BWG Group’s SPAR branded stores (SPAR and EUROSPAR) and other brands, namely Mace, XL, Londis and Value Centre Cash and Carry, unless otherwise stated.
SPAR operates in Switzerland through its ownership of SPAR Switzerland, and all references thereto encompass SPAR Switzerland’s branded stores (SPAR and SPAR Express) and other brands, namely MAXI and TopCC, unless otherwise stated.
SPAR operates seven warehousing facilities in South Africa, called distribution centres, which supply goods and services to our retailers. This function is performed by the national distribution centre in Ireland, the Appleby Westward warehouse and distribution facility in South West England, and the centralised St. Gallen warehouse in Switzerland.
Dropshipment refers to a form of delivery whereby SPAR purchases merchandise from our suppliers, who then deliver directly to our retailers without the merchandise passing through the group’s distribution centres.
The SPAR and Build it Guilds of Southern Africa are non-profit companies that are the custodians of the SPAR and Build it brands. Guild members are made up of independent retailers and representatives of the listed company.
SPAR is essentially a wholesaler and distributor of goods and owns a few retail stores. We provide a service to independent retailers who own or lease their stores, and choose to operate under the SPAR brand. Each store owner is free to source stock as he or she chooses, but operates under specific guidelines and is able to take advantage of the support provided by SPAR and the relevant regional guild.
The relationship between the listed company and our independent retailers is a voluntary trading partnership, where retailers are required to follow certain operating guidelines to use the brand, but are not obligated to source all their stock from SPAR. The success of this model depends on SPAR’s ability to attract and retain their business.
GROCERY RETAIL AND CONVENIENCE RETAIL
Grocery retail generally refers to larger format stores that provide a comprehensive range of groceries. This is more common in South Africa and Switzerland, where shoppers buy groceries for a few days or more. Convenience retail stores are physically smaller, focusing predominantly on convenience items. This is similar to garage forecourt stores in South Africa, and is the predominant store format in Ireland, where shoppers pay a short visit for a handful of convenience items, mostly food and drink.
The group has two primary house brands that it sources centrally. SPAR branded products cover a wide range of over 3 510 fresh and dry goods stock-keeping units (SKUs), and are positioned as a premium choice at competitive prices. SaveMor products are available in all stores, offering a basic range of 162 items targeted at the value-conscious customer. Build it offers a wide range of quality building products at competitive prices through its house brand, Build it. SPAR Ireland has a three-tier house brand strategy with S-Budget (entry level), SPAR (emphasis on value and quality) and SPAR Select (a premium offering). SPAR Switzerland also offers consumers a discount product range.