Corporate governance

Our approach to governance
Pepkor’s board endeavours to lead ethically and effectively by serving as the focal point and custodian of corporate governance at the company. The board considers the legitimate interests and reasonable
expectations of stakeholders when executing its duties in the best interests of the company over the long term. The company’s commitment to good governance, ethics, integrity and compliance is formalised via policies and procedures. Pepkor’s governance processes are reviewed regularly to ensure that they remain relevant and fit for purpose. The board is satisfied that it has performed its obligations in terms of relevant regulations, and its charter during the period under review.
Organisational values, ethics and culture
The Pepkor group code of ethics is applicable to all directors and employees. The code of ethics contains a commitment to comply with all relevant regulations and is complemented by a number of corporate policies that provide guidelines regarding specific matters. The responsibility for the governance of ethics has been delegated by the board to the social and ethics committee, while management is responsible for ensuring that the code is applied across all sections of the business. No material breaches of the code were noted during the period under review. The code of ethics is available here.
Pepkor’s values are underpinned by the governance framework set out in the board charter, the terms of reference of the committees of the board, and various supporting documents. Anonymous reporting of irregular conduct is enabled through whistleblowing hotlines, while a number of policies ensure that there is effective reporting and action regarding incidents. Board members are required to disclose any potential conflicts of interest regarding matters tabled at board and committee meetings and recuse themselves from discussions when a conflict exists.
Responsible corporate citizenship
The group acknowledges the need for Pepkor to add value to the communities in which it operates and the board is responsible for ensuring that the company is a responsible corporate citizen. Details of the many areas of involvement are contained in the sustainability report.
Pepkor has zero tolerance for non-compliance with legislation. The board sets the standards regarding compliance and delegates responsibility for compliance with its policies and procedures to management. Material breaches are reported to the board through the audit and risk committee. No material breaches were brought to the attention of the board or its committees during the year under review.
Strategy implementation and performance
The board is ultimately responsible for the performance of the group. It appreciates that strategy, risk, performance and sustainability are inseparable. Risks and opportunities relating to the strategy, value- creation plans, and their implementation are therefore regularly.
Reports and disclosure
The board sets the approach for the reporting of performance to stakeholders and ensures that the reporting frameworks comply with all regulatory obligations, including inter alia, the Companies Act, the JSE Limited (JSE) Listings and Debt Listings Requirements and King IVTM.
The board approved Pepkor’s integrated reporting suite and has satisfied itself with regard to the assurances provided by relevant third parties. The board is satisfied that all reporting has taken place in compliance with the Companies Act and the JSE Listings and Debt Listings Requirements.
Governance framework and delegated structures
The board is accountable for governance and is guided by a formal charter that sets out its powers and accountability. There is also a clear separation of responsibilities at board level to ensure an appropriate balance of power and authority, and no individual director has unfettered powers of decision-making. All directors have a fiduciary duty to exercise due care and skill in carrying out their mandate as directors of the company. The board charter is aligned to King IVTM, the JSE Listings and Debt Listings Requirements and the Companies Act, and is available here.
Leadership
Board of directors
Pepkor is led by a highly experienced, committed and passionate leadership team.

Pieter Erasmus
CHIEF EXECUTIVE OFFICER

Riaan Hanekom
CHIEF FINANCIAL OFFICER

Wendy Luhabe
INDEPENDENT NON-EXECUTIVE CHAIR

Paula Disberry
INDEPENDENT NON-EXECUTIVE DIRECTOR

Hester Hickey
INDEPENDENT NON-EXECUTIVE DIRECTOR

Ian Kirk
INDEPENDENT NON-EXECUTIVE DIRECTOR

Zola Malinga
INDEPENDENT NON-EXECUTIVE DIRECTOR

Isaac Mophatlane
INDEPENDENT NON-EXECUTIVE DIRECTOR

Steve Müller
INDEPENDENT NON-EXECUTIVE DIRECTOR

Nunu Ntshingila
INDEPENDENT NON-EXECUTIVE DIRECTOR

Fagmeedah Petersen-Cook
INDEPENDENT NON-EXECUTIVE DIRECTOR

Louis du Preez
NON-EXECUTIVE DIRECTOR