Our governance ecosystem
The board is the custodian of corporate governance and plays a prominent role in the strategic development, risk management and sustainability processes of the group.
Our governance ecosystem extends beyond the listed entity to include areas of influence that are material to the sustainability of the group.
The group is a member of SPAR International, which grants licences to countries to use the SPAR Brand. Our CEO, Graham O’Connor, was elected as president of SPAR International in 2016. As a licence holder for 10 countries, SPAR is an active participant in the international network’s governance structures, which are built on a guild system of retailers and wholesalers working in partnership on a regional, national and international level.
Not all SPAR countries use the guild model. In South Africa, The SPAR Guild of Southern Africa and The Build it Guild of Southern Africa are both non-profit companies governing the mutual interests of SPAR and its retailers. Each has a Social and Ethics Committee as part of its governance structure. Read more about the guilds here.
Multiple cross-memberships of executives and directors between the guilds, the board and its committees ensure information flow to support effective control and sustainable performance.
The board is constituted in a way that balances the requirement for effective meetings with active participation from each board member – against the need for balanced committee membership, skills, diversity and independence. The Nomination Committee is ultimately responsible for providing direction in this regard and for ensuring that the board has access to the appropriate leadership talent.
See below for a summary of our diversity aspects and read the board member profiles here.
Black as defined by the Black Economic Empowerment Act of 2003
Read more about the process governing board and committee composition in the Nomination Committee report.
We value independent judgement and require that each board member prepare, participate and contribute at each meeting, in addition to informal discussions and interaction with the Chairman related to the SPAR business. The board meets formally four times a year.
To further improve non-executive directors’ understanding of the company’s operating divisions, a board meeting is held at least once a year at a distribution centre. The meeting held on 7 August 2018 took place at the Kwa-Zulu Natal distribution centre.
|Member||Status||14 Nov 2017||7 Feb 2018||29 May 2018||7 Aug 2018|
|Mike Hankinson (Chairman)||Independent non-executive||✓||✓||✓||✓|
|Graham O’Connor||Chief Executive Officer||✓||✓||✓||✓|
|Mark Godfrey||Group Financial Director||✓||✓||✓||✓|
|Wayne Hook||Managing Director Build it Division||✓||✓||✓||✓|
|Phinda Madi||Independent non-executive||✓||A||✓||✓|
|Marang Mashologu||Independent non-executive||✓||✓||✓||✓|
|Phumla Mnganga||Independent non-executive||✓||✓||✓||✓|
|Harish Mehta||Independent non-executive||✓||✓||✓||✓|
|Roelf Venter||Group Retail Operations Director||✓||✓||✓||✓|
|Andrew Waller||Independent non-executive||n/a||✓||✓||✓|
|Chris Wells||Independent non-executive||✓||✓||✓||✓|
A – Apology
Roles and responsibilities
The board has mandated its four committees with very specific functions and responsibilities, which are set out in each committee report. The three executive committees have the following responsibilities:
- The SPAR Executive Committee is responsible for implementing the company’s strategy and managing the operational activities of the group. The committee holds at least seven meetings annually and is chaired by the CEO. During the 2018 financial year the committee reviewed, among other things, the risk management plan, strategy action plan, transformation plan, succession plan, IT projects and capex, budget and finances.
- The BWG Group Executive Committee is responsible for implementing its strategy and managing its operational activities. The committee holds at least 12 meetings annually and is chaired by the CEO, Leo Crawford.
- The SPAR Switzerland Executive Committee is responsible for the implementation of the company’s strategy in Switzerland and management of operational activities. The committee holds at least four meetings annually and is chaired by Rob Philipson.
The membership, qualifications and experience of the Executive Committee members are provided here.
The different 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 general powers of the board are conferred in the company’s Memorandum of Incorporation (MOI) and board charter. The board charter sets out the powers and authority of the board and provides a clear and concise overview of the roles and responsibilities of the board members. The board charter is reviewed annually and is aligned with King IVTM recommendations. It was approved by the board on 7 August 2018. We are satisfied that the board complied with its responsibilities for the year ended 30 September 2018.
We are further satisfied that the governance structures are appropriate, and that the authority framework provides clarity and contributes to effective control and performance.
The CEO of the group
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 SPAR’s Code of Ethics, keeps the board informed of all its major business proposals and developments by way of specific reports, within limits set by the board.
The secretary for the group
Our Company Secretary is a competent and suitably qualified and experienced employee who is able to provide the board with the requisite support for its efficient functioning and the discharge of its duties. Read the Company Secretary’s profile here. She contracts with the necessary service providers to provide specialist input or guidance on board matters, including, for example, PwC, EOH Legal Services, the Chartered Secretaries South Africa, Garlicke & Bousfield, the Ethics Institute the Institute of Directors Southern Africa, and the company’s JSE sponsors. We believe these arrangements are effective and appropriate for the efficient functioning of the board.
Further disclosures on the King IV™ principles are available here.
Summary of disclosure statements
SPAR made no contributions to political parties in any of the territories in which it operates. The Group has made a commitment to contribute R10 million to the SA SME Fund (the South African CEO Initiative).