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

BCom (Hons) RAU, CA(SA)

Pieter was appointed as a non-executive director on 12 January 2022 and as chief executive officer on 1 October 2022. He completed his articles at Coopers Theron Du Toit (now PwC) in 1990. Pieter spent his early career at Hewlett Packard and in the Remgro group before he joined PEP as financial director in 1998. He was appointed as group managing director of Pepkor Limited in 2001, a position he held for 16 years, until his resignation in 2017. Pieter also previously served as a non-executive director of the company from 1 October 2018 to 29 January 2019. He is currently a director of, inter alia, the Vista group, a multi-jurisdictional investment holding group, and serves on the board of Pepkor’s major subsidiary.

Member of the investment committee

Member of the social and ethics committee

Riaan Hanekom

CHIEF FINANCIAL OFFICER

BAcc, BCom Hons (Acc), CA(SA)

Riaan was appointed as group chief financial officer on 18 August 2017. He completed his articles with Ernst & Young in 1995, whereafter he spent six years with Shoprite as a financial manager. Riaan was the Woolworths retail operations group head of finance and administration when he joined the Pepkor group as commercial director of Shoe City in 2006. He was appointed as the commercial director of Ackermans in 2008 and financial director of Ackermans in 2009. Riaan was appointed as the group financial director of Pepkor in February 2016. He serves as a director on a number of subsidiary boards in the group.

Member of the investment committee

Wendy Luhabe

INDEPENDENT NON-EXECUTIVE CHAIR

BCom

Wendy was appointed as an independent non-executive director on 1 January 2019 and as chair of the board on 1 December 2020. She graduated with a BCom and an Advanced Management Programme and is a recipient of four honorary doctorates. She has been a social entrepreneur for over 30 years with a focus on the economic empowerment of women. Wendy is a founder member of WIPHOLD (South Africa’s first investment company for women) and founder of WPEF, South Africa’s first venture capital company for women. She has served as a non-executive director across diverse industries since 1992 and was chair of Vodacom and Industrial Development Corporation. Wendy currently serves as chair of Libstar Holdings Limited and as non-executive director of Compagnie Financière Richemont SA.

Chair of the nomination committee

Paula Disberry

INDEPENDENT NON-EXECUTIVE DIRECTOR

BA (Hons), MA (Cambridge)

Paula was appointed as an independent non-executive director on 1 June 2021. She holds a BA (Hons) and MA in Natural Sciences (Neurophysiology) from Cambridge. She has considerable retail experience, covering fashion, general merchandise and grocery, having held senior executive management positions at Woolworths and Pick n Pay locally. Paula also has significant international experience through her former roles with Tesco, BP, Colgate-Palmolive and Woolworths. She has previously served on the boards of the Country Road Group and Woolworths (African subsidiary boards and risk committee) and currently serves on the boards of ADNOC Distribution (Abu Dhabi), Sefalana Holding Company (Botswana), Sundry Markets (Nigeria) and Banhoek Chilli Oil (UK).  She is a managing partner at Retailigence (UK), an AI-based retail software provider, and is the retail/FMCG advisor with a number of African private equity companies.

Member of the investment committee

Member of the social and ethics committee

Hester Hickey

INDEPENDENT NON-EXECUTIVE DIRECTOR

BCompt (Hons), CA(SA)

Hester was appointed as an independent non-executive director on 1 June 2021. She is a CA(SA) and holds a BCompt (Hons). Hester has held non-executive positions in several JSE-listed companies and has significant experience as a member and chair of audit committees. She was the former chair of the South African Institute of Chartered Accountants. Hester currently also serves on the board of Northam Platinum.

Chair of the audit and risk committee

Ian Kirk

INDEPENDENT NON-EXECUTIVE DIRECTOR

CA(SA), HDip BDP, FCA (Ireland)

Ian was appointed as an independent non-executive director on 1 June 2021. He is a CA(SA) and FCA of the Republic of Ireland. Ian has held a number of leadership positions and most recently held the position of Group CEO of Sanlam, which he retired from in December 2020. He has had extensive strategic and operational management experience locally and internationally. He was appointed by the President of the Republic of South Africa as a member of the Presidential State-Owned Enterprise Council in June 2020. He currently also serves as a non-executive director on the boards of the JSE, Netcare, Shriram General Insurance Company (India) and chairs the boards of Transaction Capital, SCOR UK and The Channel Managing Agency Limited (UK).

Chair of the investment committee

Member of the human resources and remuneration committee

Zola Malinga

INDEPENDENT NON-EXECUTIVE DIRECTOR

BAcc (Hons), CA(SA)

Zola was appointed as an independent non-executive director on 1 June 2021. She is a CA(SA) and is the co-founder and executive director of Jade Capital Partners, an investment company with a portfolio in the real estate and industrial sectors. Zola has experience in investment banking, real estate, investment management and corporate governance, having held roles at Investec Bank and Standard Bank. She has previously served as a non-executive director on the boards of Hospitality Property Fund Limited, Grindrod Limited and Grindrod Bank (chair of the audit and compliance committee). She currently serves on the boards of SAPPI and Jade Capital Partners and chairs the St Mary’s School Foundation.

Member of the audit and risk committee

Member of the social and ethics committee

Isaac Mophatlane

INDEPENDENT NON-EXECUTIVE DIRECTOR

IT entrepreneur

Isaac was appointed as an independent non-executive director on 1 June 2021. He is the co-founder, a shareholder and director of the Randvest Group, a private investment firm specialising in strategic investments in technology companies. Isaac co-founded BCX in 1996, which was sold to Telkom in 2016, thereby creating one of the leading African information and communications technology (ICT) companies. Isaac has extensive insight into the technological developments and challenges facing companies. He serves as an independent non-executive director of Mustek.

Member of the human resources and remuneration committee

Member of the nomination committee

Steve Müller

INDEPENDENT NON-EXECUTIVE DIRECTOR

BAcc, BAcc (Hons), CA(SA), Sanlam EDP, IoDSA, SAICA (1991 – 2023)

Steve was appointed as an independent non-executive director on 18 August 2017. He held roles at KPMG and Rand Merchant Bank Limited before joining Genbel Investments Limited, where he served as an executive director of Gensec Bank Limited, heading the Investment Banking division from 1998 to 2004. From 2004 to 2008, Steve managed various structured equity funds for Sanlam Capital Markets. Steve has served as a non-executive director on the boards of several companies over the last 28 years. He is currently also an independent non-executive director of KAP Limited and Phumelela Gaming and Leisure Limited.

Chair of the human resources and remuneration committee

Member of the audit and risk committee

Nunu Ntshingila

INDEPENDENT NON-EXECUTIVE DIRECTOR

BA, MBA

Nunu was appointed as an independent non-executive director on 15 November 2023. She has extensive experience in technology, marketing and advertising, having served in a number of business leadership roles. Nunu served as Facebook‘s regional director for Africa from September 2015 to September 2022. Prior to that she was the group CEO of Ogilvy Africa from January 2004 to January 2012, and executive chair of Ogilvy & Mather until August 2015. Nunu has also served as a director of Transnet, Old Mutual, Telkom, Ogilvy Global and Ivanhoe Mines and currently serves as chair of the Women for Women International board.

Member of the human resources and remuneration committee

Fagmeedah Petersen-Cook

INDEPENDENT NON-EXECUTIVE DIRECTOR

BBusSc (Act.Sc.), FIFoA, Certificate in Climate Change and Sustainability, FASSA, PGDip Global Business OXON, PGDip (MgtPrac) UCT GSB, CD(SA) IoDSA

Fagmeedah was appointed as an independent non-executive director during April 2018 and is the designated insurance director for the group. She is an actuary with over 25 years’ technical experience in the financial services sector and brings enterprise risk management skills to the boardroom. She previously served as the chief investment officer at the Eskom Pension and Provident Fund and an executive director of Prudential. Fagmeedah served on the board of Telkom SOC as a non-executive director, where she chaired the investment committee until retiring from that board in 2022. Fagmeedah champions ESG principles at the various companies where she is involved. She currently serves on the boards of, inter alia, Absa Pension Fund, Famous Brands, Africa Reinsurance SA, Capitalworks Fund III and Momentum Medical Scheme. Fagmeedah was also appointed as curator of 3sixty Life Limited during February 2023.

Chair of the social and ethics committee

Member of the audit and risk committee

Member of the investment committee

Louis du Preez

NON-EXECUTIVE DIRECTOR

BCom, LLB

Louis was appointed as a non-executive director on 24 January 2018. He qualified as an attorney of the High Court of South Africa in 1997. Louis was appointed as a partner of Jan S de Villiers in 1998 and served as a member of the national executive committee from 2009 to 2017, following the merger with Werksmans Attorneys. Louis joined Steinhoff International Holdings N.V. (now Ibex Group) as general counsel in mid-2017 and was appointed as the commercial director on 19 December 2017, and as managing director on 20 April 2018. He became CEO with effect from 1 January 2019. Louis holds various directorships within the Ibex Group.

Member of the human resources and remuneration committee

Member of the investment committee

Member of the nomination committee