INTEGRATED REPORT 2023

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'We are confident that our business model will continue to show its resilience as we enter what is expected to be another challenging year for our customers.'

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CEO's report

GOVERNANCE

CHAIRMAN'S REPORT

ANNUAL DIVIDEND
PER SHARE
increased by 12% to
565 cents
(2022: 505 cents)

‘Our capital management strategy focuses on reinvesting in the long-term growth of the business and returning surplus funds to shareholders.’

Hilton Saven
Independent Non-executive Chairman

THE 2023 FINANCIAL PERIOD DEMONSTRATED THE RESILIENCE OF THE GROUP’S BUSINESS MODEL IN TRADING THROUGH THE WELL-DOCUMENTED HEADWINDS WHICH HAVE IMPACTED THE SOUTH AFRICAN ECONOMY. THE BENEFITS OF OUR DIVERSIFICATION STRATEGY WERE ALSO EVIDENT IN THE CONTINUED EARNINGS GROWTH OF OFFICE IN THE UK WHICH CONTRIBUTED 27% OF THE GROUP’S RETAIL SALES AND 25% OF PROFIT FOR THE PERIOD.

The Group’s performance for the year translated into growth of 12% in headline earnings per share to 873 cents. Despite the prevailing pressures, the directors demonstrated their confidence in the Group’s prospects and increased the annual dividend by 12% to 565 cents per share.

In line with the Group’s “Vision for Shareholders” (an integral part of our Business Philosophy) which is to deliver significant value over time, our capital management strategy focuses on reinvesting in the long-term growth of the business and returning surplus funds to shareholders through dividend payments and share
buy-backs. In the reporting period, the Group generated cash from operations of R3.8 billion, with R2.0 billion returned to shareholders in dividends.

The Group has bought back 51.9 million shares for R2.5 billion in the past three years. Since the start of the Group’s buy-back programme in 2002, 155 million shares have been repurchased at a total cost of R6 billion, which has enhanced our earnings per share.

Over the three years since 2020 the Group has delivered a compound annual return to shareholders in excess of 35%, a noteworthy performance considering this period included the protracted impact of the COVID-19 pandemic on trading. Our return on invested capital has been at least double our weighted average cost of capital for the past three years.

Record capital investment of R895 million has been approved for the 2024 financial year, with over 85% of the expenditure committed to the development of Truworths’ new world-class distribution facility and the expansion and refurbishment of our Group’s store portfolio.

While the retail sector is expected to remain under pressure in the short term due to constrained consumer spending, we believe the Group is well positioned to capitalise on growth opportunities in the medium term, supported by our strong balance sheet and ability to generate robust cash flows.

STRATEGIC PERFORMANCE

A number of core strategies were effectively executed during the financial period, including:

  • The turnaround of Office with a resolute performance despite the macro conditions in the UK. Closure of
    non-profitable stores continued and best-in-class Truworths retail practices were adopted in many parts of the business, resulting in lower costs and better management of core areas such as merchandise management, customer engagement and finance.
  • Significant progress was made on the design and construction of our new distribution centre (DC) in South Africa. This 52 000m2 DC will allow us to consolidate our existing four DCs, and we will have adequate capacity for 15 years at least. It will also enable us to improve store merchandise allocations.
  • Truworths ladieswear performed well under tough economic conditions. Both newly launched brands, Sync and Fuel, performed well.
  • We have aligned our ESG strategies with seven of the 17 United Nations Sustainable Development Goals (Refer to About Truworths International).
  • Social investment activities through three sustainable trusts and funded over the years by donations from the Group. These trusts now have R239 million investments to sustain their programmes in the long term. The core focus of the CSI programme has primarily been on early childhood development, social development, gender equality and the prevention of violence against women and children, and funding healthcare infrastructure such as hospitals.
  • The skills shortage in South Africa is being compounded by the emigration of skilled resources. Particular attention has been paid to this challenge and the Group is satisfied that the company has retention and employment mechanisms in place to manage and mitigate this risk.

Governance, oversight and reporting

The Group’s commitment to achieving high standards of governance and oversight is premised on the belief that good governance practices contribute to better corporate performance, which in turn creates value for shareholders and other stakeholders.

Quality financial reporting is a hallmark of a well-governed company. The Truworths International 2022 Integrated Report was ranked 8th in the Ernst & Young 2023 Excellence in Integrated Reporting Awards among the 100 largest companies on the JSE. This is the 16th consecutive year that the Group has been ranked in the top 10 of these awards. No other company on the JSE other than Truworths has come near to achieving this prestigious recognition. These rankings are independently determined by adjudicators with affiliations to the University of Cape Town and are acknowledged as the benchmark of excellence for the quality of integrated reporting.

Board effectiveness is integral to the Group’s governance framework. An annual evaluation is undertaken to assess the effectiveness of the board and individual directors across nine dimensions, with the results of the evaluation being discussed by the Chairman with each of the directors. The outcome of this year’s evaluation, which is detailed in the Governance creating value, indicated that the board’s overall functioning and governance was excellent.

As part of our ongoing commitment to enhancing the effectiveness and independence of the board, we introduced the role of lead independent director and Hans Hawinkels, who has been a director since 2018, was appointed to the position with effect from 1 September 2023.

Deloitte & Touche has been appointed as the Group’s new external auditor for the 2024 financial year, subject to shareholder approval at the annual general meeting (AGM) in November 2023. The Audit Committee undertook a formal audit firm tender process in the prior reporting period ahead of the expected introduction of mandatory audit firm rotation, although these regulations were subsequently set aside. Ernst & Young and its predecessor firms (EY) has been the auditor since 1975 and on behalf of the Group I extend my appreciation to EY for their professional service and thank the partners and staff for their support over many years.

Board of directors and non-executive director succession

Our board is strong and stable, with an appropriate balance between our 11 independent non-executive and three executive directors.

Our board currently comprises a balance of longer serving and more recently appointed directors. In the past few years we have followed a structured process of refreshing the non-executive component of the board. Our board follows the company’s “Contribution Focused” Value, an ethos embodied in our Business Philosophy. We do not believe that the tenure of non-executive directors limits their judgement or independence of thought, and neither does tenure negatively impact their contribution. However, regular new appointments to the board and its committees are critical to support the new Value that was added to our Business Philosophy, “Embrace the power of inclusive teams”.

The board succession process is aimed at ensuring the Group has continuity in independent oversight from the ongoing contribution of all directors, with newly appointed non-executive directors increasingly influencing board deliberations and assuming key positions on board committees.

Over the past five years, eight new non-executive directors have been appointed to the board as part of this succession strategy. The average tenure of our non-executive directors is approximately nine years.

As advised in last year’s integrated report, one of our long-serving directors, Mike Thompson, retired as a
non-executive director on 1 September 2022. We also advised of the appointments of executive directors, Sarah Proudfoot and Emanuel (Mannie) Cristaudo as the Group’s Joint Deputy Chief Executive Officers with effect from 1 October 2022.

Shortly after the end of the reporting period, we welcomed Daphne Motsepe and Wayne Muller as independent non-executive directors with effect from 1 August 2023. Daphne has extensive experience in the banking industry, ranging from micro finance to business loans, credit cards and unsecured lending. As an experienced company director, Daphne brings in-depth knowledge in consumer credit, finance and strategic planning. Wayne has extensive experience in executive positions in retail service and manufacturing industries, with a wealth of knowledge of financial and risk management, customer engagement and governance. We look forward to benefiting from their collective expertise.

Maya Makanjee, an independent non-executive director since 2018, has regrettably advised of her decision to retire from the board at the forthcoming AGM to focus on her expanding portfolio of non-executive directorships and trustee roles, and we thank her for her service over the past five years.

Tshidi Mokgabudi was appointed as a member of the Audit Committee with effect from 26 July 2022. Following Mike Thompson’s retirement in 2022, Thabo Mosololi was appointed chair of the Social and Ethics Committee and I was appointed as a member of the committee, both with effect from 1 October 2022. Dawn Earp was appointed as a member of the Risk Committee, effective from 3 July 2023. Newly appointed director Wayne Muller was appointed as a member of the Remuneration and Nomination committees with effect from 1 September 2023, and as referenced earlier, Hans Hawinkels has recently been appointed as Lead Independent Director.

Our board is diverse in its composition and the insights that each director brings to the boardroom. We believe this enables the board to add value to the strategic direction of the Group and ensures that the needs and concerns of our mass middle-income target market are addressed.

The board race and gender diversity policies include voluntary medium-term targets of 30% female and black representation. Following our two most recent board appointments, female representation on the board is 36% (2022: 33%) and black representation 29% (2022: 25%).

CEO succession

The appointment of the two Group Joint Deputy CEOs in October 2022, Sarah Proudfoot and Mannie Cristaudo, confirmed the board’s commitment to stability in the leadership of the Group.

Shareholders will be aware that the board requested Michael Mark to retain his role as CEO and to extend the transition process beyond his original planned retirement at the November 2022 AGM. As part of this phased transition Michael, Sarah, Mannie and the other executives work closely together on all matters concerning the Group. It is Michael, Mannie and Sarah’s joint responsibility to implement a medium-term top management succession plan in the two business segments. They are well supported by seven directors and 10 divisional directors in Truworths, and five directors and divisional directors in Office.

The timing of the appointment of a new CEO to succeed Michael has yet to be determined by the board. For the time being, the board wishes Michael to continue in his role and he has expressed his willingness to do so.

Appreciation

Thank you to my fellow non-executive directors for their astute oversight of the Group’s affairs and for their contribution to boardroom debate. The Group’s resilient performance in these difficult trading conditions can be attributed to a concerted team effort and I thank our executive team of Michael Mark, Sarah Proudfoot and Mannie Cristaudo for their inspired leadership, ably supported by the highly experienced management teams in Truworths and Office.

Our stakeholders are integral to our success and sustainability, and we thank our shareholders, customers, employees, suppliers, business partners and regulators for their continued support and engagement.

Hilton Saven
Independent Non-executive Chairman

 

INTEGRATED REPORT 2023