BOARD CONTRIBUTION TO STRATEGIC DELIVERY AND VALUE CREATION
THE TRUWORTHS INTERNATIONAL BOARD FUNCTIONS IN TERMS OF A FORMAL CHARTER AND PROVIDES ETHICAL AND STRATEGIC DIRECTION AND LEADERSHIP TO THE GROUP. THE BOARD IS ACCOUNTABLE FOR THE OVERALL STRATEGY, GOVERNANCE AND PERFORMANCE OF THE GROUP.
The board of directors periodically reviews the opportunities and threats it believes could have the most significant impact on the Group’s ability to create and preserve value, or prevent value erosion for stakeholders. In determining these material issues, the directors consider the Group’s strategic objectives together with several internal and external factors, including the Group’s strategies as formulated by executive management, the needs, expectations and concerns of its main stakeholders, and the risks and opportunities in the macroeconomic and trading environment.
In the 2022 financial period the board reaffirmed that the Group’s strategic objectives are aimed at delivering a diversified earnings profile, and improved returns for shareholders, while deriving benefits for its other stakeholders over the medium to long term. The board confirmed the Group’s strategic objectives and these are outlined in the Group strategy.
During the period under review, the board confirmed that aspirational fashion, supply chain, retail presence and account management remain the material issues for the Truworths segment. The material issues of aspirational fashion, supply chain and retail presence have been identified for the Office segment. The ongoing impact of COVID-19 and Brexit transition uncertainty, accompanied by challenging retail trading conditions in the UK, required the effective execution of the turnaround strategy for the Office segment that had been identified as a material issue for the past year.
The board monitors progress on the implementation of the Group’s strategies and supporting growth initiatives, and measures performance against both the agreed financial targets and the strategic objectives.
The board, aided by the boards of the principal operating subsidiaries, Truworths Ltd (SA) and Office Holdings Ltd (UK), assesses on an ongoing basis whether the activities of the Group are creating value for its key stakeholders. Refer to the report on How we create stakeholder value.
The board promotes and enables innovation in a number of ways, including as follows:
- by ensuring that strategic projects carried out by management emphasise innovation and creativity with regard to, inter alia, the development of merchandise ranges, the design of information systems, the strategies used to enhance the customer account offering, the design of stores and the expansion of e-commerce;
- by linking management’s short and long-term rewards and incentives to its performance as regards delivery of measurable outcomes that encompass innovation in relation to such strategic projects;
- by receiving presentations by management at board meetings on strategic projects and other business initiatives and critically assessing the extent of innovation evident in the progress and the benefits of such projects and initiatives;
- by delegating the responsibility for monitoring progress on strategic and other projects to the Chief Executive Officer (CEO) who, at project report-back days held quarterly, stimulates innovation and creativity by challenging management to consider new concepts, designs, systems and processes when proposing solutions to business issues; and
- by communicating and emphasising to management the importance of practically applying in everyday operations the Group’s Business Philosophy, at the heart of which lies innovation.
GOVERNANCE ADDING VALUE
The Group’s approach to corporate governance is to ensure it contributes to improved operational decision-making and corporate performance, thereby reducing the risk of failure. The Group’s aim therefore is for the relevant governance policies, structures and processes, which initially may have been brought into existence to ensure adherence to applicable regulation and codes of conduct, to add value, ensure corporate sustainability and enable the Group to take advantage of opportunities that present themselves.
Our corporate governance aim is achieved by:
Improved corporate performance arising from sound corporate governance has manifested itself in a number of ways in the Group over an extended period, including:
- diversity and independence of opinion in board decision-making, with the aim of ensuring sound outcomes;
- improved operational decision-making that takes into account the breadth of the perspectives expressed;
- maintenance of discipline and integrity in management’s reporting to the board;
- enhanced levels of accountability and transparency by management to the board;
- meaningful risk management processes and controls that are practically embedded in day-to-day operations and decision-making;
- better and more comprehensive integrated reporting of both financial and non-financial aspects to stakeholders;
- high levels of assurance regarding the reporting by management to shareholders; and
- achievement of an appropriate balance in meeting the expectations of the different stakeholders of the Group.
It is the view of the board that, in a demanding operating environment, the sound governance framework has served to mitigate against the erosion of value, and has in fact preserved value for the business and its stakeholders, in the form of lower risk, ongoing sustainability and resilience, reasonable consistency of financial performance, sound stakeholder relationships, high levels of legislative compliance and reputational integrity.
A material matter considered and discussed by the board during prior reporting periods related to the performance of the Office segment, and the interventions planned by executive management to address the issues that had contributed to its disappointing levels of revenue and profitability. In the reporting period, the board monitored the successful implementation of these plans, and was pleased to note the material improvement in both its operational and financial performance. The matters monitored included:
- the effect of restructuring the Office segment’s borrowings and the provision by the Truworths segment of ongoing operational and financial support;
- further rationalising the store portfolio by reviewing leases and closing loss-making stores;
- the Office segment’s operational and capital expenditure and cash flow management so as to ensure alignment with the turnaround plan and medium-term strategic direction;
- further reviewing staffing levels in stores and head office and continuing a redundancy process;
- better aligning merchandise buying/planning processes with Truworths’ practices;
- improving the made-to-order (MTO) own-brand range thereby increasing the MTO contribution to revenue;
- aligning marketing and communication strategies, and strengthening relationships with international brands; and
- the performance of the new Managing Director and executive management team.
The board was most satisfied with the implementation of these action plans, and will continue to assess their effectiveness on an ongoing basis with a view to maintaining the business on a positive growth trajectory.
NON-EXECUTIVE DIRECTOR SUCCESSION
A further significant matter considered by the board is succession for long-serving non-executive directors. The board had embarked in recent years on a process of refreshing the non-executive component of the board in a systematic manner that will enable the Group to have continuity in terms of the important and ongoing contribution from long-standing directors, while newly appointed non-executive directors grow their knowledge of the Group and begin to influence board deliberations in a substantive manner.
Over the past 54 months, six new non-executive directors have been appointed to the board (while one, being Cindy Hess, has resigned) as part of this succession strategy and it is envisaged that, as they have been and are to be promoted to committee membership, long-serving non-executives will be retiring from the board.
Mike Thompson retired as a non-executive director and chairman of the Social and Ethics Committee on 1 September 2022. Mike made a valuable contribution to the Group over a period of more than 18 years, during which he also served as the chairman and as a member of the Audit Committee.
CEO AND SENIOR EXECUTIVE SUCCESSION
The succession for the CEO and senior executives has been an important consideration for the board during the period under review.
In light of the prospective retirement of Michael Mark as Group Chief Executive Officer, the board had in the 2020 year agreed a succession plan which was to be implemented in a structured and phased manner to ensure a smooth transition.
The transition process has gone very well and subsequent to the end of the period under review, the board has announced the appointment of Sarah Proudfoot and Emanuel (Mannie) Cristaudo as the Group’s Joint Deputy CEOs, with effect from 1 October 2022. The board feels confident that Sarah and Mannie, together with the 8 Truworths directors and 12 divisional directors, and the 5 directors and divisional directors of Office, are the right team to take the Group into the new era by retaining the strength of the Group’s unique DNA while at the same time being able to continue to move the businesses forward.
The board has requested Michael Mark to extend the transition process beyond the November 2022 AGM by retaining the position of the Group’s CEO and chairman of the material subsidiary companies, while handing over an increasing number of operational responsibilities to Sarah and Mannie and the executives who report to them. The appointments of Sarah and Mannie as the Group’s Joint Deputy CEOs confirm the board’s firm belief in their competence and leadership, and that of the directors and divisional directors who report to them.
The ultimate timing of the formal appointment of the CEO to succeed Michael Mark has yet to be decided by the board.
During the period under review, board deliberations included the following:
- The improved financial and operational performance of the Office segment
- Management’s strategies to deal with risks in the local and international merchandise supply chains, including the steps taken and equipment acquisitions made to vertically integrate key local suppliers
- Management’s achievement of an enhanced compliance level on the broad-based black economic empowerment scorecard for the Truworths segment
- Management’s in-principle conclusion of the acquisition of the Bonwit design house business, and the steps to be taken to ensure its integration into the Group
- The general annual and other declarations made by directors regarding their personal financial interests
- The quarterly analysis of the company’s shareholders and holders of beneficial interests in company shares
- Various presentations by management relating to different aspects of the Group’s business, including the performance of the account portfolio, recent initiatives in the corporate social Investment programme, performance on strategic projects, and the functionalities of the merchandise information systems
- The further progress made and steps taken to ensure adequate succession planning for key senior executives, including the CEO
- Management’s initiatives in response to the COVID-19 pandemic, including ensuring the health and safety of employees and customers
- Management’s actions to return to full operational capability and process appropriate insurance claims following the damages and losses suffered during the civil unrest in South Africa in July 2021
- The quarterly financial reports and forecasts presented by the Chief Financial Officer (CFO)
- The quarterly reports of the chairpersons of the Audit, Remuneration, Nomination, and Social and Ethics Committees, and of the Truworths Transformation Committee
- The quarterly presentations of the Risk Committee chairman, together with the top risk registers for the Truworths and Office segments
- The quarterly presentations by the Company Secretary on new relevant legislation and regulation
- The reports on management’s performance against the financial targets and other key indicators
- Executive management’s strategies for the Truworths and Office segments
- Management’s working capital forecast and revisions thereto for the period to December 2022
- Management’s plans to develop new distribution facilities in South Africa in the medium term
- The Group’s operational and capital expenditure budgets by business segment
- The Group’s Audited Annual Financial Statements, Integrated Annual Report and Preliminary Report on the Audited Group Annual Results and Notice of Annual General Meeting
- The Group’s Interim Report and all results and other announcements on SENS and in the media
- The Group’s interim and final dividends and the company’s dividend cover, including consideration of the solvency and liquidity tests
- The Group’s financial and strategic targets for executive incentive scheme purposes
- Executive management to continuously explore various potential acquisitions
- Executive management to further undertake company share repurchases within defined parameters, including during closed periods, and to cancel and delist shares repurchased
- Executive management to issue and list company shares pursuant to share incentive scheme transactions within defined parameters
- Executive management to arrange for the company to provide financial assistance, including in the form of guarantees, to Group companies in accordance with legislative prescripts
- To ensure the ongoing development and support for the appointee in the newly created position of Deputy Managing Director of Truworths Ltd
- To appoint a new Audit Committee member and an additional Social and Ethics Committee member
- To appoint the CFO to also serve as the Chief Operating Officer (COO) of the Group
- To provide ongoing financial and operational support to the Office business
The evaluation concluded that the board’s overall functioning and governance were excellent, and further indicated that:
- the board remains satisfied in regard to its effectiveness in terms of effective overall performance and that it is highly competent on strategic matters, including ethics, integrity of internal control systems, leadership and management relations;
- excellent relationships are maintained between board members and with the CEO and other executives, while the level of leadership and team synergy remain at a very high standard;
- roles and responsibilities are clearly defined, important directives are prioritised and regularly reviewed and financial performance is successfully monitored;
- board leadership encourages an open culture and is independent in seeking outside advice when appropriate;
- board size, composition and independence is viewed as a strength. Ongoing advancement in terms of board composition is in place, ensuring suitable composition of skills, experience, as well as demographic diversity;
- the board believes recruitment and retention has been effective in the past period, but believes that it needs to place more emphasis on director orientation and development particularly for new members. Succession planning remains an ongoing priority and focus;
- board and committee meetings prioritise the most complex and important matters with sufficient meeting time devoted to discussion of corporate performance and review of strategic issues;
- the board is satisfied with the high level of ethical behaviour and proper compliance standards throughout the Group; and
- there is a high level of consideration by the board of the Group’s various constituencies, including shareholders, employees, customers, suppliers and communities.
- Continue to ensure that the board provides ethical leadership so that the Group operates within a culture of integrity and compliance.
- Monitor the further implementation of management’s plans to grow the Office business.
- Continue to ensure that the Group’s strategies maintain momentum notwithstanding low growth environments so that the attainment of the Group’s strategic objectives remains on track.
- Ensure that the Group’s strategies for managing its key risks and suitably dealing with its material issues are appropriately implemented and regularly reviewed.
- Ensure that further progress is made as regards the succession plan for the CEO.
- Ensure that the performance of executive management against financial and other targets is regularly reviewed.
- Monitor management’s progress with regard to the restoration of the remaining damaged stores and the finalisation of insurance claims following the civil unrest in South Africa.
The Truworths International board provides ethical and strategic direction and leadership to the Group. The board is accountable for the overall strategy, governance and performance of the Group.
Age and tenure
Policy: Directors are appointed to the board based on skill, leadership, integrity, experience, diversity and business requirements. No maximum age limit is applicable and tenure on the board is determined with reference to contribution and engagement as assessed through the annual director evaluation process.
Policy: The majority of the board should consist of non-executive directors, the majority of whom should be independent
Gender, racial and broad diversity
Policy: Voluntary medium-term targets set within the board’s gender, racial and broad diversity policy. At least 30% of the board should comprise females in the medium term. At least 30% of the board should comprise black directors in the medium term.
Board size and turnover
Policy: The board should comprise sufficient directors, having regard for suitable diversity of skills, experience and background, and in order to meet regulatory requirements and ensure the board and board committee workload is adequately performed.
|BOARD OF DIRECTORS||Hilton Saven||Michael Mark||Sarah Proudfoot†||Emanuel Cristaudo†||Rob Dow||Dawn Earp||Hans
Officer and Chief
|Independent non-executive director||Independent
|Finance and taxation||67%|
|Corporate affairs and communication||75%|
|Information technology and communication||33%|
|Risk management, compliance and governance||83%|
|Distribution and logistics||25%|
|Human resources and transformation||17%|
|Corporate finance, mergers and acquisitions||58%|
|Diversity of expertise | Policy: To have a well rounded board with the necessary skills and expertise to govern effectively and satisfy business requirements.|
|BOARD COMMITTEES||Committee chair|
|Social and Ethics*|
Notes: Financial services includes insurance. Corporate affairs and communication includes CSI.
|*||Mike Thompson was the chairman of the Social and Ethics Committee until the date of his retirement on 1 September 2022. Thabo Mosololi has been appointed as the new chairman of this committee and Hilton Saven as a member with effect from 1 October 2022.|
|†||Sarah Proudfoot and Emanuel Cristaudo were appointed Joint Deputy CEOs with effect from 1 October 2022.|
During the 2022 financial period the Group continued to practise corporate governance at a high level, aimed at adding value to the business as well as facilitating the Group’s sustainability, generating long-term shareholder value and benefiting other stakeholders.
Governance in the Group is an important consideration and accordingly compliance with codes, legislation, regulations and listings requirements is the minimum requirement. Management has adopted sound corporate governance principles and appropriate governance structures and policies, and believes it has embedded a business-wide culture of good governance that is aligned to the Group’s Business Philosophy.
An independent assessment of the Group’s standard of governance is provided by the annual evaluation process for the FTSE4Good Index Series, conducted by FTSE/Russell, which relies on publicly available information. In the reporting period, the Group again was a constituent company, attaining 5 out of 5 points for the fourth consecutive year for the corporate governance theme of the FTSE Environmental, Social and Governance (ESG) Ratings scorecard. A further indicator of the level of governance as regards its financial reporting is the ranking of the Group’s 2021 Integrated Report in 8th position in the Ernst & Young (EY) 2022 Excellence in Integrated Reporting Awards. The Group has attained a top 10 ranking for 15 consecutive years in addition to being rated ’Excellent’ for the past 20 years in the EY excellence in reporting awards, reflecting the consistently high quality of its financial and integrated reporting and the accountable and transparent manner in which it reports to stakeholders. Truworths International is the only JSE-listed company to have achieved this accolade.
The directors confirm to the best of their knowledge and belief that, based on a written assessment conducted by Group management in preparation for the submission of the company’s annual Compliance Checklist to the Companies and Intellectual Property Commission (CIPC), pursuant to the CIPC’s compliance monitoring and enforcement mandate in terms of the Companies Act 71 of 2008, as amended, the company is in compliance with the provisions of the said Act and is operating in conformity with its memorandum of incorporation (MOI).
The directors confirm that during the 2022 reporting period the Group has, in all material respects, voluntarily applied the King Report on Corporate Governance for South Africa, 2016 (King IV) and complied with the mandatory corporate governance provisions in the JSE Listings Requirements. A schedule of how the Group has applied the King IV principles and complied with the JSE Listings Requirements can be viewed at www.truworths.co.za/reports.
This report is a summary of corporate governance matters within the Group and should be read in conjunction with the detailed Report on Corporate Governance and Application of King IV Principles 2022 available at www.truworths.co.za/reports.
DEVELOPMENTS IN 2022
While the board believes the Group has achieved a suitably high level of maturity in relation to governance, the relevant processes, policies and structures are continually reviewed and modified. The following enhancements were made to the Group’s governance framework during the period:
|Board composition||Cindy Hess, an independent non-executive director resigned from the board with effect from 21 June 2022 when she took up a full-time management position at another JSE-listed company and steps have commenced to appoint a replacement. Subsequent to the period end, Mike Thompson retired as an independent non-executive director with effect from 1 September 2022. The board appointed Sarah Proudfoot and Emanuel (Mannie) Cristaudo as the Group’s Joint Chief Executive Officers with effect from 1 October 2022.|
|Board committees||The membership of the Audit Committee and Social and Ethics Committee was refreshed with the appointment of new members. Subsequent to the period end, Tshidi Mokgabudi was appointed as a member of the Audit Committee in the place of Cindy Hess who resigned. Thabo Mosololi was appointed as chairman of the Social and Ethics Committee in place of Mike Thompson who retired, and Hilton Saven was appointed as a member of the Social and Ethics Committee.|
|Board race and
|The board continued the implementation of its race and gender diversity policies at board level towards the adoption of its medium-term targets of 30% black and female representation, respectively. Following the retirement of Mike Thompson, with effect from 1 September 2022, 25% (3 ex 12) of board members were black and 33% (4 ex 12) were female.|
|Mannie Cristaudo, the Chief Financial Officer was also appointed as the Chief Operating Officer with effect from 1 March 2022 to recognise the diversity of the portfolios under his responsibility. On his appointment as Joint Group Deputy CEO, subsequent to the reporting period-end, he will relinquish this title with effect from 1 October 2022.|
|External auditor||Pursuant to mandatory auditor rotation, management conducted a tender process and based thereon the Group has nominated for appointment Deloitte to replace EY as external auditor, with effect from the 2024 financial year.|
|Transformation||The restructuring and reconstitution of the Transformation Committee (a committee of the subsidiary Truworths Ltd board), with a view to enhancing executive director responsibility for transformation, ensuring transformation initiatives are aligned to the Group’s Business Philosophy and ensuring transformation remains a key strategic initiative.|
|Internal audit||The extension of the scope of the Truworths internal audit team’s work to include various internal audit activities in the Office segment, including controls in relation to financial management and reporting.|
|The addition of resources to the Group’s financial management teams, and the restructuring of the Office segment’s financial management team to report directly to a South African based head of finance.|
Board and governance priorities for the 2023 financial period will include:
- further developing governance and risk management within the Office business;
- further developing sustainability and ESG reporting capabilities within the Group ; and
- making further progress on the CEO and non-executive director succession plans.
The board will continue to follow an approach of continuous incremental improvement of governance practices and structures to ensure the reasonable expectations of stakeholders with regard to the Group’s corporate governance standards are met.