Our governance approach

We have a small but highly effective board with members who actively participate in leading the group.

The transition from the King Report on Governance for South Africa 2009 (King III) to the King IV Report on Corporate GovernanceTM for South Africa 2016 (King IVTM) was a smooth process, due to our mature structures and unwavering commitment to ethics.

The fact that SPAR forms part of an international network of members using the same trademark under licence, demands high standards of trading principles, reputation and performance. The fact that our Chief Executive Officer was elected as the Chairman of SPAR International stands testament to the highly positive perception of the South African group within the broader SPAR community.

The board’s ethical leadership is guided by the SPAR Code of Ethics, which was relaunched this year throughout the South African operations. We continue to expose our board members to operations through board meetings at distribution centres and training where requested.

The board and committee charters were reviewed during the 2017 financial year to ensure compliance with King IVTM. All policies are assessed every three years.

Evaluations of our performance and member independence were completed and the Chairman is satisfied with the attendance, preparation and participation of all board members in meetings.


SPAR’s core governance structure encompasses the SPAR Group Ltd board with five committees: Audit, Risk, Social and Ethics, Remuneration and Nomination. Further governance structures include the Executive Committee, the Guild boards, regional committees for the Guild boards, Social and Ethics committees of the Guild boards, the boards for Ireland and Switzerland as well as our network of assurance providers.

There are regular and structured engagements and visits by selected board members and executives to our operations in Ireland and Switzerland to attend meetings that provide governance oversight and align operations. This enables information sharing, particularly in areas such as risk management.

Andrew Waller was appointed to the board at its November meeting. Andrew has been appointed as an independent non-executive director and his appointment will be effective on 7 February 2018 after ratification at the 2018 AGM.

More information on board membership, skills, meeting attendance and committee reports are disclosed in the governance report.