OVERVIEW

Reatile Group regards governance as fundamental to the success of the business and is committed to applying good principles of governance in directing and managing the business to achieve its strategic objectives. The Board conducts its business in accordance with the principles recommended by the King IV Report on Corporate Governance™ .

To download the King IV application register for Reatile Group for the financial year ending 28 February 2021 click here   .

THE BOARD

The Reatile Group Board of Directors is the governing body of the Group and provides effective leadership resulting in the achievement of strategic objectives of the Group by embodying the ethical characteristics of integrity, competency, responsibility, accountability, fairness, and transparency.

The Directors hold one another accountable to conduct business, make decisions, and discharge their responsibilities in an ethical and effective manner as stipulated in the Memorandum of Incorporation (MOI). The Board exercises control through the governance framework, which includes detailed regular reporting to the Board and its Committees. The Group’s subsidiaries have adopted the Group’s policies, specifically with regards to governance, risk, information technology, compliance, and remuneration.

The Board established several Committees to assist in discharging its responsibilities as stipulated in the Companies Act. Each Committee has formal terms of reference, approved by the Board, recording the responsibilities delegated to it.

THE FINANCE & RISK COMMITTEE

The Finance and Risk Committee (FRC) provides oversight of the assurance functions and on the integrity of the annual financial statements and other external reports as delegated by the Board of Directors of the Reatile Group. In addition, the FRC has established an IT Governance Framework and a Risk Management Framework for the Reatile Group.

The members of the Finance and Risk Committee are all non-executive members and are:

• Graeme King – Non-Executive Director of the Reatile Group and Chairman of the FRC and
• Mphilo Shelembe – Board Advisor of the Reatile Group.

THE SOCIAL & ETHICS COMMITTEE

The Social and Ethics Committee (SEC) has been established to carry out its statutory duties in terms of section 72 (8) of the Companies Act read in conjunction with regulation 43. In addition, the SEC monitors the Group’s goals in terms of the 10 Principles as set out in the United Nations Global Compact Principles, the recommendations on corruption of the OECS, the Employment Equity Act No 55 of 1995 (as amended), the Broad-Based Black Economic Empowerment Act, No 53 of 2003 (as amended), and other corporate citizenship, labour, and employment principles.

The members of the Social and Ethics Committee are:

• Thandi Hillie – Non-Executive Director of Egoli Gas, CNG Holdings and Reatile Gaz. Chairperson of the Social and Ethics Committee
• Diatile Mehlomakulu – Non-Executive Director of the Reatile Group and
• Sunette Smith – Portfolio Executive of the Reatile Group.

THE REMUNERATION COMMITTEE

The Remuneration Committee (REMCO) is responsible for the oversight of remuneration, governance, and implementation of the remuneration policies of the Chairman and non-executive directors.

The members of the Remuneration Committee are:

• Ralph Havenstein – Non-Executive Director of the Reatile Group and
• Graeme King – Non-Executive Director of the Reatile Group.

THE INVESTMENT COMMITTEE

All investments and acquisitions pursued are approved directly by the Reatile Group Board. The Investment Committee is only established as and when the Board collectively agrees the need for such a sub-committee.
The members of the Investment Committee are determined when the Committee is established.